<PAGE>

                                                                    EXHIBIT 4.1



                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   Depositor,


                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                                Master Servicer,


                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                               Special Servicer,


                                      and


                       WELLS FARGO BANK MINNESOTA, N.A.,
                                    Trustee



-------------------------------------------------------------------------------


                        POOLING AND SERVICING AGREEMENT


                           Dated as of April 1, 2001


-------------------------------------------------------------------------------



                                  $864,117,784
                       Mortgage Pass-Through Certificates
                                 Series 2001-C1




<PAGE>




                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                  <C>                                                                                      <C>
ARTICLE I             DEFINITIONS .............................................................................. 5

         SECTION 1.01          Defined Terms.....................................................................5

         SECTION 1.02          Certain Calculations in Respect of the Mortgage Pool.............................60

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................62

         SECTION 2.01          Establishment of Trust; Conveyance of Mortgage Loans.............................62

         SECTION 2.02          Acceptance by Trustee............................................................64

         SECTION 2.03          Mortgage Loan Sellers' Repurchase of Mortgage Loans for
                               Defects in Mortgage Files and Breaches of Representations and Warranties ....... 66

         SECTION 2.04          Issuance of Class R-I Certificates; Creation of REMIC I
                               Regular Interests............................................................... 69

         SECTION 2.05          Conveyance of REMIC I Regular Interests; Acceptance of
                               REMIC II by the Trustee..........................................................69

         SECTION 2.06          Issuance of Class R-II Certificates; Creation of REMIC II
                               Regular Interest.................................................................70

         SECTION 2.07          Conveyance of REMIC II Regular Interests; Acceptance of
                               REMIC III by Trustee.............................................................70

         SECTION 2.08          Issuance of REMIC III Certificates...............................................70

ARTICLE III           ADMINISTRATION AND SERVICING OF THE TRUST FUND............................................70

         SECTION 3.01          Servicing and Administration of the Mortgage Loans...............................70

         SECTION 3.02          Collection of Mortgage Loan Payments.............................................72

         SECTION 3.03          Collection of Taxes, Assessments and Similar Items; Servicing
                               Accounts and Reserve Accounts....................................................72

         SECTION 3.04          Certificate Account, Distribution Account and Interest Reserve
                               Account..........................................................................74

         SECTION 3.05          Permitted Withdrawals From the Certificate Account, the
                               Distribution Account, the Interest Reserve Account and the
                               Excess Liquidation Proceeds Reserve Account......................................77

         SECTION 3.06          Investment of Funds in the Certificate Account, the
                               Distribution Account, the Excess Liquidation Proceeds
                               Reserve Account, the Interest Reserve Account and the REO Account .............. 81

         SECTION 3.07          Maintenance of Insurance Policies; Errors and Omissions and
                               Fidelity Coverage................................................................83

         SECTION 3.08          Enforcement of Due-On-Sale Clauses; Assumption
                               Agreements; Subordinate Financing; Defeasance....................................86

                                       i
<PAGE>

         SECTION 3.09          Realization Upon Defaulted Mortgage Loans........................................89

         SECTION 3.10          Trustee to Cooperate; Release of Mortgage Files..................................92

         SECTION 3.11          Servicing Compensation; Nonrecoverable Servicing Advances........................93

         SECTION 3.12          Inspections; Collection of Financial Statements..................................97

         SECTION 3.13          Annual Statement as to Compliance................................................98

         SECTION 3.14          Reports by Independent Public Accountants........................................98

         SECTION 3.15          Access to Certain Information....................................................99

         SECTION 3.16          Title to REO Property; REO Account...............................................99

         SECTION 3.17          Management of REO Property; Independent Contractors.............................101

         SECTION 3.18          Sale of Defaulted Mortgage Loans and REO Properties.............................103

         SECTION 3.19          Additional Obligations of the Master Servicer and the Special Servicer..........106

         SECTION 3.20          Modifications, Waivers, Amendments and Consents.................................109

         SECTION 3.21          Transfer of Servicing Between Master Servicer and Special
                               Servicer; Record Keeping........................................................112

         SECTION 3.22          Sub-Servicing Agreements........................................................113

         SECTION 3.23          Designation of Special Servicer by the Majority
                               Certificateholder of the Controlling Class......................................115

         SECTION 3.24          Lock-Box Accounts and Servicing Accounts........................................116

         SECTION 3.25          Representations and Warranties of the Master Servicer and the
                               Special Servicer................................................................117

ARTICLE IV            PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.......................................119

         SECTION 4.01          Distributions...................................................................119

         SECTION 4.02          Statements to Certificateholders; Certain Reports by
                               the Master Servicer and the Special Servicer ...................................130

         SECTION 4.03          Delinquency Advances............................................................138

         SECTION 4.04          Allocation of Realized Losses and Additional Trust Fund
                               Expenses........................................................................140

ARTICLE V             THE CERTIFICATES.........................................................................141

         SECTION 5.01          The Certificates................................................................141

         SECTION 5.02          Registration of Transfer and Exchange of Certificates...........................141

         SECTION 5.03          Book-Entry Certificates.........................................................147

         SECTION 5.04          Mutilated, Destroyed, Lost or Stolen Certificates...............................148


                                      ii

<PAGE>

         SECTION 5.05          Persons Deemed Owners...........................................................149

ARTICLE VI            THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER..............................149

         SECTION 6.01          Liability of the Depositor, the Master Servicer and the Special Servicer........149

         SECTION 6.02          Merger, Consolidation or Conversion of the Depositor, the
                               Master Servicer and the Special Servicer; Assignment of
                               Rights and Delegation of Duties by the Master Servicer
                               and the Special Servicer ...................................................... 149

         SECTION 6.03          Limitation on Liability of the Depositor, the Master Servicer,
                               the Special Servicer and Others.................................................150

         SECTION 6.04          Depositor, Master Servicer and Special Servicer Not to Resign...................151

         SECTION 6.05          Rights of the Depositor in Respect of the Master Servicer and
                               the Special Servicer............................................................151

ARTICLE VII           DEFAULT..................................................................................151

         SECTION 7.01          Events of Default...............................................................151

         SECTION 7.02          Trustee to Act; Appointment of Successor........................................154

         SECTION 7.03          Notification to Certificateholders..............................................155

         SECTION 7.04          Waiver of Events of Default.....................................................155

ARTICLE VIII          CONCERNING THE TRUSTEE...................................................................156

         SECTION 8.01          Duties of Trustee...............................................................156

         SECTION 8.02          Certain Matters Affecting the Trustee...........................................157

         SECTION 8.03          Trustee not Liable for Validity or Sufficiency of Certificates or
                               Mortgage Loans..................................................................158

         SECTION 8.04          Trustee May Own Certificates....................................................159

         SECTION 8.05          Fees and Expenses of Trustee; Indemnification of Trustee........................159

         SECTION 8.06          Eligibility Requirements for Trustee............................................159

         SECTION 8.07          Resignation and Removal of the Trustee..........................................160

         SECTION 8.08          Successor Trustee...............................................................161

         SECTION 8.09          Merger or Consolidation of Trustee..............................................161

         SECTION 8.10          Appointment of Co-Trustee or Separate Trustee...................................162

         SECTION 8.11          Appointment of Custodians.......................................................163

         SECTION 8.12          Access to Certain Information...................................................163

         SECTION 8.13          Representations and Warranties of the Trustee...................................165

                                      iii
<PAGE>


         SECTION 8.14          Filings with the Securities and Exchange Commission.............................166

ARTICLE IX            TERMINATION..............................................................................166

         SECTION 9.01          Termination Upon Repurchase or Liquidation of All Mortgage
                               Loans...........................................................................166

         SECTION 9.02          Additional Termination Requirements.............................................168

ARTICLE X             ADDITIONAL REMIC PROVISIONS..............................................................169

         SECTION 10.01         REMIC Administration............................................................169

         SECTION 10.02         Depositor, Master Servicer, Special Servicer, Trustee to
                               Cooperate.......................................................................172

         SECTION 10.03         Grantor Trust Administration....................................................172

ARTICLE XI            MISCELLANEOUS PROVISIONS.................................................................174

         SECTION 11.01         Amendment.......................................................................174

         SECTION 11.02         Recordation of Agreement; Counterparts..........................................176

         SECTION 11.03         Limitation on Rights of Certificateholders......................................176

         SECTION 11.04         GOVERNING LAW...................................................................177

         SECTION 11.05         Notices.........................................................................177

         SECTION 11.06         Severability of Provisions......................................................178

         SECTION 11.07         Grant of a Security Interest....................................................178

         SECTION 11.08         No Partnership..................................................................179

         SECTION 11.09         Successors and Assigns; Beneficiaries...........................................179

         SECTION 11.10         Article and Section Headings....................................................179

         SECTION 11.11         Notices to the Rating Agencies..................................................179



EXHIBITS

         Exhibit A-1           Form of Class X-1 Certificate.................................................A-1-1

         Exhibit A-2           Form of Class X-2 Certificate.................................................A-2-1

         Exhibit A-3           Form of Class A-1 Certificate.................................................A-3-1

         Exhibit A-4           Form of Class A-2 Certificate.................................................A-4-1

         Exhibit A-5           Form of Class B Certificate...................................................A-5-1

         Exhibit A-6           Form of Class C Certificate...................................................A-6-1

         Exhibit A-7           Form of Class D Certificate...................................................A-7-1

         Exhibit A-8           Form of Class E Certificate...................................................A-8-1


                                      iv



<PAGE>

         Exhibit A-9           Form of Class F Certificate...................................................A-9-1

         Exhibit A-10          Form of Class G Certificate..................................................A-10-1

         Exhibit A-11          Form of Class H Certificate..................................................A-11-1

         Exhibit A-12          Form of Class J Certificate..................................................A-12-1

         Exhibit A-13          Form of Class K Certificate..................................................A-13-1

         Exhibit A-14          Form of Class L Certificate..................................................A-14-1

         Exhibit A-15          Form of Class M Certificate..................................................A-15-1

         Exhibit A-16          Form of Class N Certificate..................................................A-16-1

         Exhibit A-17          Form of Class O Certificate..................................................A-17-1

         Exhibit A-18          Form of Class P Certificate..................................................A-18-1

         Exhibit A-19          Form of Class R-I Certificate................................................A-19-1

         Exhibit A-20          Form of Class R-II Certificate...............................................A-20-1

         Exhibit A-21          Form of Class R-III Certificate..............................................A-21-1

         Exhibit B-1           Form of Transferor Certificate................................................B-1-1

         Exhibit B-2           Form of Transferee Certificate................................................B-2-1

         Exhibit C-1           Form of Transfer Affidavit and Agreement......................................C-1-1

         Exhibit C-2           Form of Transferor Certificate................................................C-2-1

         Exhibit D             Form of Request for Release.....................................................D-1

         Exhibit E             Form of UCC-1 Financing Statement...............................................E-1

         Exhibit F             Methodology to Normalize Net Operating Income and Debt
                               Service Coverage ...............................................................F-1

         Exhibit G             Form of Distribution Date Statement.............................................G-1

         Exhibit H             Form of Master Servicer Report..................................................H-1

         Exhibit I             Certain Reports.................................................................I-1

         Exhibit J             Form of CMSA Periodic Loan File.................................................J-1

         Exhibit K             Form of Investor Certification..................................................K-1

         Exhibit L             Schedule of Designated Sub-Servicers............................................L-1

         Exhibit M             CMSA Financial File.............................................................M-1

         Exhibit N             CMSA Property File..............................................................N-1

         Exhibit O             Form of Notice and Certification regarding Defeasance of
                               Mortgage Loans..................................................................O-1

                                       v
<PAGE>

SCHEDULES

         Schedule I            Mortgage Loan Schedule.....................................................Sch. I-1

         Schedule II           Closing Mortgage File Review Certification................................Sch. II-1

         Schedule III          Post-Closing Mortgage File Review Certification..........................Sch. III-1

         Schedule IV           Environmental Policy Mortgage Loans.......................................Sch. IV-1

         Schedule V            Specified Debt Service Reserve Loans.......................................Sch. V-1

         Schedule VI           Specified Letter of Credit Loans..........................................Sch. VI-1

         Schedule VII          Specified Earnout Reserve Loans..........................................Sch. VII-1

         Schedule VIII         Strip Calculation Schedule..............................................Sch. VIII-1

</TABLE>


                                      vi

<PAGE>
   This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of April 1, 2001, among GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer,
GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, and WELLS FARGO
BANK MINNESOTA, N.A., as Trustee.

                            PRELIMINARY STATEMENT:

   The Depositor intends to sell the Certificates, to be issued hereunder in
multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund to be created hereunder, the primary
assets of which will be the Mortgage Loans. The aggregate of the initial
Cut-off Date Principal Balances of the Mortgage Loans is approximately
$864,117,785.

   As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans (exclusive of that portion of
interest payments thereon that constitute Excess Interest) and certain other
related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I".
The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal
income tax law. With respect to each Mortgage Loan, there shall be a
corresponding REMIC I Regular Interest. The designation for each such REMIC I
Regular Interest shall be the loan number for the related Mortgage Loan set
forth on the schedule attached hereto as Schedule I. The REMIC I Remittance
Rate (as defined herein) and the initial Uncertificated Principal Balance of
each such REMIC I Regular Interest shall be based on the Net Mortgage Rate as
of the Cut-off Date and the Cut-off Date Principal Balance, respectively, for
the related Mortgage Loan. Determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each such REMIC I Regular Interest shall be the first
Distribution Date that follows the Stated Maturity Date for the related
Mortgage Loan. None of the REMIC I Regular Interests will be certificated.

   As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC II." The Class R-II Certificates will represent the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, REMIC II Remittance Rate and the initial Uncertificated
Principal Balance for each of the REMIC II Regular Interests. Determined
solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each REMIC II
Regular Interest shall be the first Distribution Date that is at least two
years after the end of the remaining amortization schedule of the Mortgage
Loan that has, as of the Closing Date, the longest remaining amortization
schedule, irrespective of its scheduled maturity. None of the REMIC II
Regular Interests will be certificated.

<PAGE>
                   REMIC II     INITIAL UNCERTIFICATED
DESIGNATION    REMITTANCE RATE    PRINCIPAL BALANCE
-------------  --------------- ----------------------
LA-1..........   Variable (*)        $109,895,000
LA-2-1........   Variable (*)        $111,834,000
LA-2-2........   Variable (*)        $435,000,000
LB............   Variable (*)        $ 41,045,000
LC............   Variable (*)        $ 32,404,000
LD............   Variable (*)        $ 12,961,000
LE............   Variable (*)        $ 17,282,000
LF............   Variable (*)        $ 12,962,000
LG............   Variable (*)        $ 12,961,000
LH............   Variable (*)        $ 25,923,000
LJ............   Variable (*)        $  6,480,000
LK............   Variable (*)        $  6,480,000
LL............   Variable (*)        $ 12,961,000
LM............   Variable (*)        $  4,320,000
LN............   Variable (*)        $  4,320,000
LO............   Variable (*)        $  4,320,000
LP............   Variable (*)        $ 12,969,784

   * Calculated in accordance with the definition of "REMIC II Remittance
Rate."

   As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will represent the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate and initial Class Principal Balance for
each of the Classes of REMIC III Regular Certificates. Determined solely for
purposes of satisfying Treasury


                                       3
<PAGE>

Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date"
for each Class of REMIC III Regular Certificates shall be the first
Distribution Date that is at least two years after the end of the remaining
amortization schedule of the Mortgage Loan that has, as of the Closing Date,
the longest remaining amortization schedule, irrespective of its scheduled
maturity.

                  CERTIFICATE       INITIAL CLASS
DESIGNATION    PASS-THROUGH RATE  PRINCIPAL BALANCE
-------------  ----------------- -----------------
Class X-1            N/A(1)                N/A(2)
Class X-2            N/A(1)                N/A(3)
Class A-1            5.988%         $109,895,000
Class A-2            6.465%         $546,834,000
Class B              6.670%(4)      $ 41,045,000
Class C              6.887%(4)      $ 32,404,000
Class D              7.034%(4)      $ 12,961,000
Class E              7.346%(4)      $ 17,282,000
Class F              7.494%(4)      $ 12,962,000
Class G              7.644%(5)      $ 12,961,000
Class H              6.000%(4)      $ 25,923,000
Class J              6.000%(4)      $  6,480,000
Class K              6.000%(4)      $  6,480,000
Class L              6.000%(4)      $ 12,961,000
Class M              6.000%(4)      $  4,320,000
Class N              6.000%(4)      $  4,320,000
Class O              6.000%(4)      $  4,320,000
Class P              6.000%(4)      $ 12,969,784

(1)    The Pass-Through Rate for each of the Class X-1 and Class X-2
       Certificates as described herein.




                                       4
<PAGE>

(2)    The Class X-1 Certificates will have an original Notional Amount of
       $864,117,784. The Class X-1 Certificates will not have a Certificate
       Principal Balance and will not be entitled to any distribution of
       certificate principal.

(3)    The Class X-2 Certificates will have an original Notional Amount of
       $551,654,000. The Class X-2 Certificates will not have a Certificate
       Principal Balance and will not be entitled to any distribution of
       certificate principal.

(4)    Initial Pass-Through Rate. The Pass-Through Rate will be the lesser of
       the indicated Fixed Rate or the Weighted Average Net Mortgage Rate.

(5)    Initial Pass-Through Rate. The Pass-Through Rate will be the Weighted
       Average Net Mortgage Rate.

   As provided herein, the Trustee shall take all actions necessary to ensure
that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a "grantor trust" under federal income tax law and
not be treated as part of REMIC I, REMIC II or REMIC III.

   Capitalized terms used in this Preliminary Statement are defined in
Article I hereof.

   In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Special Servicer and the Trustee agree as follows:

                                  ARTICLE I

                                 DEFINITIONS

   SECTION 1.01 DEFINED TERMS.

   Whenever used in this Agreement, including in the Preliminary Statement,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article.

   "Accrued Certificate Interest": With respect to any Class of REMIC III
Regular Certificates (other than the Class X Certificates) for any
Distribution Date, one month's interest (calculated on the basis of a 360-day
year consisting of twelve 30-day months) at the Pass-Through Rate applicable
to such Class of Certificates for such Distribution Date, accrued on the
Class Principal Balance of such Class of Certificates outstanding immediately
prior to such Distribution Date. With respect to the Class X-1 and Class X-2
Certificates for any Distribution Date, one month's interest (calculated on
the basis of a 360-day year consisting of twelve 30-day months) at the Class
X-1 Pass-Through Rate or the Class X-2 Pass Through Rate, as applicable, for
such Distribution Date, accrued on the Class X-1 Notional Amount or the Class
X-2 Notional Amount, as applicable, outstanding immediately prior to such
Distribution Date.

   "Acquisition Date": With respect to any REO Property, the first day on
which such REO Property is considered to be acquired by the Trust Fund within
the meaning of


                                       5
<PAGE>

Treasury Regulation Section 1.856-6(b)(1), which is the first day on which
the Trust Fund is treated as the owner of such REO Property for federal
income tax purposes.

   "Additional Information": As defined in Section 4.02(a).

   "Additional Servicing Fee": With respect to each Additional Servicing Fee
Mortgage Loan, the fee provided for in the Designated Sub-Servicer Agreement
(which may be comprised of a designated sub-servicing fee and an additional
sub-servicing fee) that accrues at a rate of 0.05% per annum for the Mortgage
Loans identified on the Mortgage Loan Schedule as loan numbers 09-0001383,
09-0001384, 09-0001413, 09-0001414 and 09-0001431, 0.06% per annum for the
Mortgage Loan identified on the Mortgage Loan Schedule as loan number
09-0001449 and 0.08% per annum for the Mortgage Loans identified on the
Mortgage Loan Schedule as loan numbers 09-0001409, 09-0001437 and 09-0001442,
as specified in such agreement.

   "Additional Servicing Fee Mortgage Loans": The Mortgage Loans secured by
and any successor REO Mortgage Loans relating to those Mortgaged Properties
identified on the Mortgage Loan Schedule as loan numbers 09-0001383,
09-0001384, 09-0001409, 09-0001413, 09-0001414, 09-0001431, 09-0001437,
09-0001442 and 09-0001449.

   "Additional Trust Fund Expense": Any unanticipated expense within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(iii) experienced with
respect to the Trust Fund and not otherwise included in the calculation of a
Realized Loss, that would result in the REMIC III Regular Certificateholders'
receiving less than the full amount of principal and/or interest to which
they are entitled on any Distribution Date.

   "Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the related
Mortgage Note provides, as of the Closing Date, for periodic adjustments to
the Mortgage Rate thereon based on changes in the related Index.

   "Advance": Any Delinquency Advance or Servicing Advance.

   "Advance Interest": Interest accrued on any Advance at the Reimbursement
Rate and payable to the Master Servicer, the Special Servicer or the Trustee,
as the case may be, all in accordance with Section 3.11(f) or Section
4.03(d), as applicable.

   "Adverse Grantor Trust Event": As defined in Section 10.03(e).

   "Adverse REMIC Event": As defined in Section 10.01(f).

   "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.


                                       6
<PAGE>

   "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

   "Anticipated Repayment Date": With respect to any ARD Loan, the date upon
which such ARD Loan starts to accrue interest at its Revised Rate.

   "Applicable State Law": For purposes of Article X, the Applicable State
Law shall be (a) the laws of the State and City of New York, (b) the laws of
the states in which the Corporate Trust Office of the Trustee and the Primary
Servicing Offices of the Master Servicer and the Special Servicer are
located, (c) other state or local law as to which the Trustee as the REMIC
administrator has actual knowledge of applicability and (d) such other state
or local law whose applicability shall have been brought to the attention of
the Trustee as REMIC administrator by either (i) an opinion of counsel
delivered to it, or (ii) written notice from the appropriate taxing authority
as to the applicability of such state law.

   "Appraisal": With respect to any Mortgaged Property or REO Property as to
which an appraisal is required or permitted to be performed pursuant to the
terms of this Agreement, either: (i) a narrative appraisal complying with
USPAP conducted by a Qualified Appraiser in the case of Mortgage Loans and
REO Loans with a Stated Principal Balance as of the date of such appraisal of
greater than $1,000,000; or (ii) a limited appraisal and a summary report of
the "market value" of the Mortgaged Property conducted by a Qualified
Appraiser in the case of Mortgage Loans and REO Loans with a Stated Principal
Balance as of the date of such appraisal of $1,000,000 or less.

   "Appraisal Reduction Amount": With respect to any Required Appraisal Loan,
an amount (as calculated on the Determination Date immediately succeeding the
date on which the most recent relevant Appraisal was obtained by the Master
Servicer or the Special Servicer, as the case may be, pursuant to this
Agreement) equal to the excess, if any, of (a) the sum of (i) the Stated
Principal Balance of such Required Appraisal Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer or the Trustee,
all accrued and unpaid interest on such Required Appraisal Loan through the
most recent Due Date prior to such Determination Date at a per annum rate
equal to the related Mortgage Rate, (iii) all related unreimbursed Advances
made by or on behalf of the Master Servicer, the Special Servicer or the
Trustee in respect of such Required Appraisal Loan, together with all unpaid
Advance Interest accrued on such Advances, and (iv) all currently due but
unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents in respect of the related Mortgaged Property or REO
Property, net of any Escrow Payments, letters of credit or other reserves
held by the Master Servicer or the Special Servicer with respect to any such
item, over (b) 90% of an amount equal to (i) the Appraised Value of the
related Mortgaged Property or REO Property, as applicable, as determined by
such Appraisal referred to in the parenthetical above, net of (ii) the amount
of any liens on such property (not accounted for in clause (a)(iv) of this
definition or taken into account in determining such Appraised Value) that
are prior to the lien of the Required Appraisal Loan. Notwithstanding the
foregoing, if an Appraisal is not obtained within 120 days following the
earliest of the dates described in Section 3.19(d) (which, in the case of
Section 3.19(d)(ii), shall be the date of the occurrence of an uncured
delinquency in Monthly Payments), then until such Appraisal is obtained the
Appraisal Reduction Amount will equal 25% of the Stated Principal Balance of
the related Required Appraisal Loan; provided that, upon receipt of an
Appraisal,


                                       7
<PAGE>

however, the Appraisal Reduction Amount for such Required Appraisal Loan will
be recalculated in accordance with this definition without regard to this
sentence.

   "Appraised Value": As of any date of determination, the appraised value of
a Mortgaged Property based upon the most recent Appraisal obtained pursuant
to this Agreement.

   "ARD Loan": Any Mortgage Loan that is designated as such in the Mortgage
Loan Schedule.

   "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents, security deposits and profits or similar
instrument executed by the Mortgagor, assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property, in the form which
was duly executed, acknowledged and delivered, as amended, modified, renewed
or extended through the date hereof and from time to time hereafter.

   "Assumed Monthly Payment": With respect to any Balloon Mortgage Loan for
its Stated Maturity Date (provided that such Balloon Mortgage Loan has not
been paid in full, and no other Liquidation Event has occurred in respect
thereof, on or before the end of the Collection Period in which such Stated
Maturity Date occurs) and for any subsequent Due Date therefor as of which
such Balloon Mortgage Loan remains outstanding and part of the Trust Fund, if
no Monthly Payment (other than the related Balloon Payment) is due for such
Due Date, the scheduled monthly payment of principal and/or interest deemed
to be due in respect thereof for the Stated Maturity Date and each such
subsequent Due Date equal to the Monthly Payment (exclusive of any Excess
Interest) that would have been due in respect of such Balloon Mortgage Loan
on such Due Date if it had been required to continue to accrue interest in
accordance with its terms, and to pay principal in accordance with the
amortization schedule (if any), in effect immediately prior to, and without
regard to the occurrence of, its most recent scheduled maturity date. With
respect to any REO Loan, for any Due Date therefor as of which the related
REO Property remains part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due in respect thereof on such Due
Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan
described in the preceding sentence of this definition, the Assumed Monthly
Payment) exclusive of any Excess Interest that was due (or deemed due) in
respect of the related Mortgage Loan for the last Due Date prior to its
becoming an REO Loan.

   "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to (a) the sum of (i) the aggregate amount relating to the Trust
Fund on deposit in the Certificate Account and the Distribution Account as of
the close of business on the related Determination Date, (ii) the aggregate
amount of any Delinquency Advances made by the Master Servicer or Trustee for
such Distribution Date pursuant to Section 4.03, (iii) the aggregate of any
Compensating Interest Payments made by the Master Servicer for such
Distribution Date pursuant to Section 3.19, (iv) in the case of the Final
Distribution Date, the aggregate of any Liquidation Proceeds paid by the
Master Servicer or the Depositor in connection with a purchase of all the
Mortgage Loans and any REO Properties pursuant to Section 9.01, and (v) with
respect to the Distribution Date occurring in March of each calendar year,
the Withheld Amounts with respect to the Interest Reserve Loans deposited in
the Interest Reserve Account by the Trustee in January and/or February of
such calendar year in accordance with Section 3.04(d), net of (b) the


                                       8
<PAGE>

aggregate portion of the amount described in clause (a) hereof that
represents one or more of the following: (i) Monthly Payments paid by the
Mortgagors that are due on a Due Date following the end of the related
Collection Period, (ii) any amounts payable or reimbursable to any Person
from the Certificate Account pursuant to clauses (ii) -- (xvii), inclusive,
of Section 3.05(a), (iii) any amounts payable or reimbursable to any Person
from the Distribution Account pursuant to clauses (ii) -- (vii), inclusive,
of Section 3.05(b), (iv) Prepayment Premiums and Excess Interest, (v) any
amounts deposited in the Certificate Account or the Distribution Account, as
the case may be, in error, and (vi) with respect to the Distribution Date
occurring in (A) January of each calendar year that is not a leap year and
(B) February of each calendar year, the Withheld Amounts with respect to the
Interest Reserve Loans deposited in the Interest Reserve Account by the
Trustee with respect to such Distribution Date in accordance with Section
3.04(d). Notwithstanding the investment of funds held in the Certificate
Account or the Distribution Account pursuant to Section 3.06, for purposes of
calculating the Available Distribution Amount, the amounts so invested shall
be deemed to remain on deposit in such account.

   "Balloon Mortgage Loan": Any Mortgage Loan that by its original terms or
by virtue of any modification entered into as of the Closing Date provides
for an amortization schedule extending beyond its Maturity Date.

   "Balloon Payment": With respect to any Balloon Mortgage Loan as of any
date of determination, the Monthly Payment payable on the Maturity Date of
such Mortgage Loan.

   "Balloon Payment Interest Excess": With respect to any Balloon Mortgage
Loan as to which the Stated Maturity Date occurs in the same Collection
Period as the prior Due Date for such Balloon Mortgage Loan, and as to which
the related Balloon Payment is paid during such Collection Period after such
prior Due Date, the amount of interest (net of related Servicing Fees and, if
applicable, Excess Interest) accrued on such Balloon Mortgage Loan from such
prior Due Date to, but not including, the date the related Balloon Payment is
paid, to the extent such interest is actually paid by the related Mortgagor
in connection with the payment of the related Balloon Payment on or before
such Stated Maturity Date.

   "Balloon Payment Interest Shortfall": With respect to any Balloon Mortgage
Loan as to which the Stated Maturity Date occurs after the Determination Date
in any calendar month, and as to which the related Balloon Payment was made
during the Collection Period in which such Stated Maturity Date occurs, the
amount of interest that would have accrued on such Balloon Mortgage Loan at
the related Net Mortgage Rate from such Stated Maturity Date to but not
including the date that (but for the occurrence of such Stated Maturity Date)
would otherwise have been the next succeeding scheduled Due Date, to the
extent not paid by the related Mortgagor.

   "Bankruptcy Code": The federal Bankruptcy Code, as amended from time to
time (Title 11 of the United States Code).

   "Bloomberg": As defined in Section 4.02(a).

   "Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee.


                                       9
<PAGE>

   "Borrower Recoveries": With respect to any Mortgage Loan, amounts other
than Monthly Payments, Balloon Payments or Late Collections received from the
related Mortgagor as reimbursement or recoveries of expenditures made by any
of the Master Servicer, the Special Servicer or the Trustee.

   "Breach": As defined in Section 2.03(a).

   "Broker Strip Amount": With respect to each Broker Strip Loan, the portion
of the Servicing Fee equal to, with respect to the Mortgage Loans identified
on the Mortgage Loan Schedule as loan numbers 09-0001444, 09-0001445 and
09-0001448, 0.05% per annum, and with respect to the Mortgage Loan identified
on the Mortgage Loan Schedule as loan number 09-0001462, 0.07% per annum, of
the Stated Principal Balance of the related Mortgage Loan, calculated for the
same number of days and on the same basis as the Servicing Fee Rate. The
Mortgage Rate set forth for each Broker Strip Loan on the Mortgage Loan
Schedule is net of such Broker Strip Amount.

   "Broker Strip Loans": The Mortgage Loans identified as loan numbers
09-0001444, 09-0001445, 09-0001448 and 09-0001462 on the Mortgage Loan
Schedule.

   "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York, and the cities in which the
Primary Servicing Offices of the Master Servicer and the Special Servicer and
the city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law or executive order to remain closed.

   "Cash Collateral Account": With respect to any Mortgage Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage Loan, Cash Collateral Account Agreement or other loan document, into
which account or accounts the Lock-Box Account monies are swept on a regular
basis for the benefit of the Trustee as successor to the Mortgage Loan
Seller's interest in the Mortgage Loans. Any Cash Collateral Account shall be
beneficially owned for federal income tax purposes by the Person who is
entitled to receive all reinvestment income or gain thereon in accordance
with the terms and provisions of the related Mortgage Loan and Section 3.06,
which Person shall be taxed on all reinvestment income or gain thereon. The
Master Servicer shall be permitted to make withdrawals therefrom solely for
deposit into the Certificate Account. To the extent not inconsistent with the
terms of the related Mortgage Loan, each such Cash Collateral Account shall
be an Eligible Account.

   "Cash Collateral Account Agreement": With respect to any Mortgage Loan,
the cash collateral account agreement, if any, between the originator of such
Mortgage Loan and the related Mortgagor, pursuant to which the related Cash
Collateral Account, if any, may have been established.

   "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

   "Certificate": Any one of the Depositor's Mortgage Pass-Through
Certificates, Series 2001-C1, as executed by the Trustee and authenticated
and delivered hereunder by the Certificate Registrar.

                                       10
<PAGE>

   "Certificate Account": The custodial account or accounts created and
maintained pursuant to Section 3.04(a) in the name of the Master Servicer, as
custodian for the Holders of the Certificates, for the holders of certain
other interests in mortgage loans serviced or sold by the Master Servicer and
for the Master Servicer, into which the amounts set forth in Section 3.04(a)
shall be deposited directly. Any such account or accounts shall be an
Eligible Account.

   "Certificate Factor": With respect to any Class of REMIC III Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Class Principal Balance or the Class Notional Amount, as the case may be, and
the denominator of which is the related Initial Class Principal Balance or
the Initial Class Notional Amount, as the case may be.

   "Certificate Notional Amount": With respect to any Class X-1 or Class X-2
Certificate, as of any date of determination, the then notional principal
amount on which such Certificate accrues interest equal to the product of (a)
the Percentage Interest evidenced by such Certificate, multiplied by (b) the
then Class Notional Amount of the Class X-1 or Class X-2 Certificates, as
applicable.

   "Certificate Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant
acts as agent.

   "Certificate Principal Balance": With respect to any Principal Balance
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class
Principal Balance of the Class of Certificates to which such Certificate
belongs.

   "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.

   "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes
of giving any consent, approval or waiver pursuant to this Agreement, any
Certificate registered in the name of the Master Servicer, the Special
Servicer, the Trustee, the Depositor or any Affiliate of either shall be
deemed not to be outstanding, and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver has been obtained, except as otherwise provided in Sections 7.04 and
11.01. The Trustee shall be entitled to request and rely upon a certificate
of the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such
Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall
be required to recognize as a "Holder" or "Certificateholder" only the Person
in whose name a Certificate is registered in the Certificate Register as of
the related Record Date.

                                       11
<PAGE>

   "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

   "Class A Certificate": Any one of the Class A-1 or Class A-2 Certificates.

   "Class A-1 Certificate": Any one of the Certificates with a "Class A-1"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class A-2 Certificate": Any one of the Certificates with a "Class A-2"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                                       12
<PAGE>

   "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

   "Class LA-1 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1 outstanding from time to
time.

   "Class LA-2-1 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-1 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-1 outstanding from time
to time.

   "Class LA-2-2 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-2 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-2 outstanding from time
to time.

   "Class LB Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LB Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LB outstanding from time to
time.

   "Class LC Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LC Component


                                       13
<PAGE>

Rate and the Uncertificated Principal Balance of REMIC II Regular Interest LC
outstanding from time to time.

   "Class LD Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LD Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LD outstanding from time to
time.

   "Class LE Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LE Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LE outstanding from time to
time.

   "Class LF Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LF Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LF outstanding from time to
time.

   "Class LG Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LG Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LG outstanding from time to
time.

   "Class LH Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LH Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LH outstanding from time to
time.

   "Class LJ Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LJ Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LJ outstanding from time to
time.

   "Class LK Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LK Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LK outstanding from time to
time.

   "Class LL Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LL Component


                                       14
<PAGE>

Rate and the Uncertificated Principal Balance of REMIC II Regular Interest LL
outstanding from time to time.

   "Class LM Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LM Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LM outstanding from time to
time.

   "Class LN Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LN Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LN outstanding from time to
time.

   "Class LO Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LO Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LO outstanding from time to
time.

   "Class LP Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LP Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LP outstanding from time to
time.

   "Class LA-1 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class A-1 Pass-Through Rate.

   "Class LA-2-1 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class A-2 Pass-Through Rate.

   "Class LA-2-2 Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LA-2-2 Component Class X-1
Strip Rate for such Distribution Date and the Class LA-2-2 Component Class
X-2 Strip Rate for such Distribution Date.

   "Class LA-2-2 Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-2-2 Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

   "Class LA-2-2 Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted


                                       15
<PAGE>

Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-2
Pass-Through Rate for such Distribution Date.

   "Class LB Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LB Component Class X-1 Strip
Rate for such Distribution Date and the Class LB Component Class X-2 Strip
Rate for such Distribution Date.

   "Class LB Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LB
Component Class X-2 Strip Rate and the Class B Pass-Through Rate for such
Distribution Date.

   "Class LB Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class B Pass-Through Rate for such
Distribution Date.

   "Class LC Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LC Component Class X-1 Strip
Rate for such Distribution Date and the Class LC Component Class X-2 Strip
Rate for such Distribution Date.

   "Class LC Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LC
Component Class X-2 Strip Rate and the Class C Pass-Through Rate for such
Distribution Date.

   "Class LC Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class C Pass-Through Rate for such
Distribution Date.

   "Class LD Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LD Component Class X-1 Strip
Rate for such Distribution Date and the Class LD Component Class X-2 Strip
Rate for such Distribution Date.

   "Class LD Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LD
Component Class X-2 Strip Rate and the Class D Pass-Through Rate for such
Distribution Date.

   "Class LD Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class D Pass-Through Rate for such
Distribution Date.

                                       16
<PAGE>

   "Class LE Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LE Component Class X-1 Strip
Rate for such Distribution Date and the Class LE Component Class X-2 Strip
Rate for such Distribution Date.

   "Class LE Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LE
Component Class X-2 Strip Rate and the Class E Pass-Through Rate for such
Distribution Date.

   "Class LE Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class E Pass-Through Rate for such
Distribution Date.

   "Class LF Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LF Component Class X-1 Strip
Rate for such Distribution Date and the Class LF Component Class X-2 Strip
Rate for such Distribution Date.

   "Class LF Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LF
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

   "Class LF Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the
rate per annum corresponding to such Distribution Date as set forth in
Schedule VIII hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class F Pass-Through Rate for such
Distribution Date.

   "Class LG Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class G Pass-Through Rate for such Distribution
Date.

   "Class LH Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class H Pass-Through Rate for such Distribution
Date.

   "Class LJ Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class J Pass-Through Rate for such Distribution
Date.

   "Class LK Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class K Pass-Through Rate for such Distribution
Date.

                                       17
<PAGE>

   "Class LL Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class L Pass-Through Rate for such Distribution
Date.

   "Class LM Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class M Pass-Through Rate for such Distribution
Date.

   "Class LN Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class N Pass-Through Rate for such Distribution
Date.

   "Class LO Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class O Pass-Through Rate for such Distribution
Date.

   "Class LP Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class P Pass-Through Rate for such Distribution
Date.

   "Class Notional Amount": The Class X-1 Notional Amount or the Class X-2
Notional Amount, as applicable.

   "Class Principal Balance": The aggregate principal amount of any Class of
Principal Balance Certificates outstanding as of any date of determination.
On each Distribution Date, the Class Principal Balance of each Class of the
Principal Balance Certificates shall be reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01(c) and, if and to the extent appropriate, shall be further
reduced on such Distribution Date as provided in Section 4.04(c).

   "Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof, substantially in the form of Exhibit A-19
attached hereto, and evidencing the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions.

   "Class R-I Distribution Amount": With respect to any Distribution Date,
any amounts available to be paid to the holders of the Class R-I Certificates
on such date after all REMIC I Regular Interests have been paid in full.

   "Class R-II Certificate": Any one of the Certificates with a "Class R-II"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing the sole class of "residual interests" in
REMIC II for purposes of the REMIC Provisions.

   "Class R-II Distribution Amount": With respect to any Distribution Date,
any amounts available to be paid to the holders of the Class R-II
Certificates on such date after all REMIC II Regular Interests have been paid
in full.

                                       18
<PAGE>

   "Class R-III Certificate": Any one of the Certificates with a "Class
R-III" designation on the face thereof, substantially in the form of Exhibit
A-21 attached hereto, and evidencing the sole class of "residual interests"
in REMIC III for purposes of the REMIC Provisions.

   "Class R-III Distribution Amount": With respect to any Distribution Date,
any amounts available to be paid to the holders of the Class R-III
Certificates on such date after all REMIC III Regular Certificates have been
paid in full.

   "Class X Certificate": Any of the Class X-1 or the Class X-2 Certificates.

   "Class X-1 Certificate": Any one of the Certificates with a "Class X-1"
designation on the face thereof, substantially in the form of Exhibit A-1,
evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

   "Class X-2 Certificate": Any one of the Certificates with a "Class X-2"
designation on the face thereof, substantially in the form of Exhibit A-2,
evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

   "Class X Component": Any of the seventeen (17) components constituting
"regular interests" in REMIC III for purposes of the REMIC Provisions. Such
components are identified as Class LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF,
LG, LH, LJ, LK, LL, LM, LN, LO and LP Components.

   "Class X-1 Component": As to the Class X-1 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

   "Class X-2 Component": As to the Class X-2 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

   "Class X-1 Notional Amount": The aggregate notional principal amount on
which the Class X-1 Certificates accrue interest from time to time which, as
of any date of determination, is equal to the then aggregate Uncertificated
Principal Balances of REMIC Regular Interests LA-1, LA-2-1, LA-2-2, LB, LC,
LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN, LO and LP.

   "Class X-2 Notional Amount": The aggregate notional principal amount on
which the Class X-2 Certificates accrue interest from time to time which, as
of any date of determination on or before the

April 2008 Distribution Date, is equal to the then aggregate Uncertificated
Principal Balances of REMIC Regular Interests LA-2-2, LB, LC, LD, LE and LF,
and as of any date of determination after the April 2008 Distribution Date,
is equal to zero.

   "Class X-1 Pass-Through Rate": With respect to the Class X-1 Certificates,

   (1) for the initial Distribution Date, 0.530% per annum;

                                       19
<PAGE>

   (2) for any Distribution Date thereafter, through and including the April
2008 Distribution Date, (a) the per annum rate, expressed as a percentage,
obtained by dividing (i) the sum of (x) the products of (I) the
Uncertificated Principal Balance of each REMIC Regular II Interest LA-1,
LA-2-1, LG, LH, LJ, LK, LL, LM, LN, LO and LP immediately prior to such
Distribution Date and (II) the related Component Rate for such Distribution
Date and (y) the products of (A) the Uncertificated Principal Balance of each
REMIC Regular II Interest LA-2-2, LB, LC, LD, LE and LF immediately prior to
such Distribution Date and (B) the related Component Class X-1 Strip Rate by
(ii) the Class X-1 Notional Amount; and

   (3) for any Distribution Date subsequent to the April 2008 Distribution
Date, the per annum rate, expressed as a percentage, obtained by dividing (i)
the sum of the products of (x) the Uncertificated Principal Balance of each
Class of REMIC Regular II Interest immediately prior to such Distribution
Date and (y) the related Component Rate for such Distribution Date by (ii)
the Class X-1 Notional Amount;

   "Class X-2 Pass-Through Rate": With respect to the Class X-2 Certificates,

   (1)  for the initial Distribution Date, 1.043% per annum;

   (2) for any Distribution Date thereafter, through and including the April
2008 Distribution Date, the per annum rate, expressed as a percentage, obtained
by dividing (i) the sum of the products of (x) the Uncertificated Principal
Balance of each REMIC Regular II Interest LA-2-2, LB, LC, LD, LE and LF
immediately prior to such Distribution Date and (y) the related Component Class
X-2 Strip Rate for such Distribution Date by (ii) the Class X-2 Notional Amount;
and

   (3) for any Distribution Date subsequent to the April 2008 Distribution
Date, 0.00% per annum.

   "Closing Date": April 5, 2001.

   "CMSA Financial File": The monthly, quarterly, semi-annual or annual
report, as the case may be, in the "CMSA Financial File" format substantially
containing the information called for therein for each Mortgage Loan, as
applicable, the form of which is attached as Exhibit M.

   "CMSA Periodic Loan File": The monthly report in the "CMSA periodic loan
file" format containing such information for the Mortgage Loans as may be
reasonably requested by the Depositor, which report shall be substantially in
the form attached hereto as Exhibit J.

   "CMSA Property File Report": The monthly report in the "CMSA property
file" format containing the information called for therein for each Mortgaged
Property, the form of which is attached hereto as Exhibit N, which for each
Distribution Date shall set forth certain information set forth therein as of
the end of the preceding calendar month.

   "Code": The Internal Revenue Code of 1986, as amended.

                                       20
<PAGE>

   "Collection Period": With respect to any Distribution Date and any
Mortgage Loan, the period commencing immediately following the prior such
period (or, in the case of the initial Collection Period, commencing
immediately following the Cut-off Date for such Mortgage Loan) and ending on
and including the related Determination Date.

   "Collection Report": The monthly report to be prepared by the Master
Servicer and delivered to the Trustee and the Depositor pursuant to Section
4.02(b).

   "Commission": The Securities and Exchange Commission.

   "Comparative Financial Status Report": As defined in Section 4.02(b).

   "Compensating Interest Payments": Any payment required to be made by the
Master Servicer pursuant to Section 3.19(f) to cover Prepayment Interest
Shortfalls or Section 3.19(e) to cover Balloon Payment Interest Shortfalls.

   "Component Class X-1 Strip Rate": As to each of the Class LA-2-2, LB, LC,
LD, LE and LF Components, the Class LA-2-2 Component Class X-1 Strip Rate,
the Class LB Component Class X-1 Strip Rate, the Class LC Component Class X-1
Strip Rate, the Class LD Component Class X-1 Strip Rate, the Class LE
Component Class X-1 Strip Rate or the Class LF Component Class X-1 Strip
Rate, as applicable.

   "Component Class X-2 Strip Rate": As to each of the Class LA-2-2, LB, LC,
LD, LE and LF Components, the Class LA-2-2 Component Class X-2 Strip Rate,
the Class LB Component Class X-2 Strip Rate, the Class LC Component Class X-2
Strip Rate, the Class LD Component Class X-2 Strip Rate, the Class LE
Component Class X-2 Strip Rate or the Class LF Component Class X-2 Strip
Rate, as applicable.

   "Component Rate": As to each of the Class X Components, the rate reflected
in the definition for such component herein.

   "Controlling Class": As of any date of determination, the outstanding
Class of Principal Balance Certificates with the lowest Payment Priority (the
Class A Certificates being treated as a single Class for this purpose) that
has a then outstanding Class Principal Balance at least equal to 25% of the
Initial Class Principal Balance thereof (or, if no Class of Principal Balance
Certificates outstanding has a Class Principal Balance at least equal to 25%
of the Initial Class Principal Balance thereof, then the "Controlling Class"
shall be the outstanding Class of Principal Balance Certificates with the
lowest Payment Priority). Initially, the Controlling Class will consist of
the Class P Certificates.

   "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located for Certificate transfer purposes
at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS) -- GMAC
Commercial Mortgage Securities, Inc. Series 2001-C1, and for all other
purposes at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562,
Attention: Corporate Trust Services (CMBS) -- GMAC Commercial Mortgage
Securities, Inc. Series 2001-C1.

                                       21
<PAGE>

   "Corrected Mortgage Loan": Any Mortgage Loan (and each related
Cross-Collateralized Mortgage Loan) that had been a Specially Serviced
Mortgage Loan but has ceased to be such in accordance with the definition of
"Specially Serviced Mortgage Loan" (other than by reason of a Liquidation
Event occurring in respect of such Mortgage Loan or a related Mortgaged
Property becoming an REO Property).

   "CPR": An assumed constant rate of prepayment each month (which is quoted
on a per annum basis) relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such mortgage loans.

   "Credit File": Any documents, other than documents required to be part of
the related Mortgage File, in the possession of the Master Servicer or
Special Servicer and relating to the origination and servicing of any
Mortgage Loan.

   "Credit Lease": With respect to each Credit Lease Loan, the lease
agreement between the Mortgagor as lessor and the Tenant as lessee of the
related Mortgage Property.

   "Credit Lease Loan": Each Mortgage Loan that is identified as a "Credit
Lease Loan" on the Mortgage Loan Schedule.

   "Cross-Collateralized Mortgage Loans": Any two or more Mortgage Loans
listed on the Mortgage Loan Schedule that are cross-collateralized with each
other.

   "Current Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the aggregate of the following (without
duplication):

   (a) the principal portions of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments due or deemed due, as the case may
be, in respect of the Mortgage Loans and any REO Loans for their respective
Due Dates occurring during the same calendar month as such Distribution Date;

   (b) all Principal Prepayments received on the Mortgage Loans during the
related Collection Period;

   (c) with respect to any Balloon Mortgage Loan as to which the related Stated
Maturity Date occurred or any ARD Loan as to which the related Anticipated
Repayment Date occurred, during or prior to the related Collection Period, any
payment of principal (exclusive of any Principal Prepayment and any amount
described in subclause (d) below) that was made by or on behalf of the related
Mortgagor during the related Collection Period, net of any portion of such
payment that represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal portion of any
Assumed Monthly Payment deemed due, in respect of such Mortgage Loan on a Due
Date during or prior to the same calendar month as such Distribution Date and
not previously recovered;

   (d) that portion of all Liquidation Proceeds (exclusive of any Excess
Liquidation Proceeds) and Insurance Proceeds received on or in respect of the
Mortgage Loans during the related Collection Period that were identified and
applied by the Master Servicer as recoveries of principal thereof, in each case
net of any portion of such amounts that represents a recovery of


                                       22
<PAGE>

the principal portion of any Monthly Payment (other than a Balloon Payment) due,
or of the principal portion of any Assumed Monthly Payment deemed due, in
respect of any such Mortgage Loan on a Due Date during or prior to the same
calendar month as such Distribution Date and not previously recovered; and

   (e) that portion of all Liquidation Proceeds (exclusive of any Excess
Liquidation Proceeds), Insurance Proceeds and REO Revenues received on or in
respect of any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of principal of the
REO Loans, in each case net of any portion of such amounts that represents a
recovery of the principal portion of any Monthly Payment (other than a Balloon
Payment) due, or of the principal portion of any Assumed Monthly Payment deemed
due, in respect of any such REO Loan or the related Mortgage Loan on a Due Date
during or prior to same calendar month as such Distribution Date and not
previously recovered.

   "Custodian": A Person who is at any time appointed by the Trustee pursuant
to Section 8.11 as a document custodian for the Mortgage Files, which Person
shall not be the Depositor, any Mortgage Loan Seller or an Affiliate of any
of them. The Trustee shall act as the initial Custodian.

   "Cut-off Date": With respect to any Mortgage Loan, the Due Date for such
Mortgage Loan in April 2001.

   "Cut-off Date Principal Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.

   "Debt Service Coverage Ratio": With respect to any Mortgage Loan (or group
of Cross-Collateralized Mortgage Loans) for any specified period, the debt
service coverage ratio calculated in accordance with Exhibit I using the
methodologies set forth in Exhibit F.

   "Default Interest": With respect to any Mortgage Loan (or related REO
Loan), any amounts collected thereon, other than interest at the Revised Rate
accrued on any ARD Loan after its Anticipated Repayment Date, late payment
charges and Prepayment Premiums, that represent penalty interest in excess of
interest on the principal balance of such Mortgage Loan (or REO Loan) accrued
at the related Mortgage Rate.

   "Defaulted Mortgage Loan": A Mortgage Loan that is delinquent in an amount
equal to at least two Monthly Payments or is delinquent thirty days or more
in respect of its Balloon Payment, if any, in either case such delinquency to
be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note.

   "Defaulting Party": As defined in Section 7.01(b).

   "Defeasance Collateral": Noncallable government obligations of (or
non-callable obligations, fully guaranteed as to timely payment by) the
United States of America, as are permitted under the terms of a Mortgage Note
or related Mortgage Loan Documents, but only if


                                       23
<PAGE>

such obligations or assets constitute "government securities" under the
defeasance rule of the REMIC Provisions.

   "Defeasance Loan": A Mortgage Loan that is designated as such on the
Mortgage Loan Schedule.

   "Defeasance Option": The right of a Mortgagor, pursuant to the terms of
the related Mortgage Note or related Mortgage Loan Documents, to obtain a
release of any portion of the related Mortgaged Property from the lien of the
related Mortgages upon the pledge to the Trustee of Defeasance Collateral.

   "Defect": As defined in Section 2.02(e).

   "Definitive Certificate": As defined in Section 5.03(a).

   "Deleted Mortgage Loan": A Mortgage Loan which is repurchased from the
Trust pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted.

   "Delinquency Advance": As to any Mortgage Loan or REO Loan, any advance
made by the Master Servicer or the Trustee pursuant to Section 4.03.

   "Delinquency Advance Date": The Business Day preceding each Distribution
Date.

   "Delinquent Loan Status Report": A report or reports setting forth, among
other things, those Mortgage Loans which, as of the close of business on the
immediately preceding Determination Date, were (i) delinquent 30-59 days,
(ii) delinquent 60-89 days, (iii) delinquent 90 days or more, (iv) current
but specially serviced, (v) in foreclosure but as to which the related
Mortgaged Property had not become REO Property, or (vi) related to Mortgaged
Property which had become REO Property, together with such additional
information in respect of each such Mortgage Loan as is contemplated on
Exhibit H hereto.

   "Depositor": GMAC Commercial Mortgage Securities, Inc. or its successor in
interest.

   "Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New York and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.

   "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

                                       24
<PAGE>

   "Designated Sub-Servicer": Any Sub-Servicer set forth on Exhibit L hereto
and any successor thereto under the related Designated Sub-Servicer
Agreement.

   "Designated Sub-Servicer Agreement": With respect to any Additional
Servicing Fee Mortgage Loan, the agreement among the Master Servicer, the
applicable Designated Sub-Servicer and Archon Financial, L.P. pursuant to
which the Designated Sub-Servicer agrees to service the Additional Servicing
Fee Mortgage Loans.

   "Determination Date": With respect to any Distribution Date, the 5th day
of the month in which such Distribution Date occurs, or if such 5th day is
not a Business Day, the Business Day immediately following.

   "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not (within the meaning of
Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by REMIC I, in each case other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs (of the
type that would be deductible under Code Section 162) or capital expenditures
with respect to such REO Property.

   "Discount Rate": With respect to each Mortgage Loan as to which there has
been a prepayment during a Collection Period and for which a Prepayment
Premium is collected, the yield (compounded monthly) for "This Week" as
reported by the Federal Reserve Board in Federal Reserve Statistical Release
H.15(519) for the constant maturity treasury having a maturity coterminous
with the Anticipated Repayment Date, in the case of an ARD Loan, or the
Maturity Date, in the case of each other Mortgage Loan, of such Mortgage Loan
as of the related Determination Date. If there is no Discount Rate for
instruments having a maturity coterminous with the Maturity Date or
Anticipated Repayment Date, as applicable, of the applicable Mortgage Loan,
then the Discount Rate will be equal to the linear interpolation of the
yields of the constant maturity treasuries with maturities next longer and
shorter than such Maturity Date or Anticipated Repayment Date, as the case
may be.

   "Discount Rate Fraction": With respect to the distribution of any
Prepayment Premium received with respect to any Mortgage Loan to the Holders
of any Class of Principal Balance Certificates on any Distribution Date, a
fraction (not greater than 1.0 or less than zero), (a) the numerator of which
is equal to the excess, if any, of (x) the Pass-Through Rate for such Class
of Certificates over (y) the relevant Discount Rate and (b) the denominator
of which is equal to the excess, if any, of (x) the Mortgage Rate of the
related Mortgage Loan over (y) the relevant Discount Rate.

                                       25
<PAGE>

   "Distributable Certificate Interest": With respect to any Class of REMIC
III Regular Certificates, for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (to not less than zero) by that portion, if any, of the Net Aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date allocated
to such Class of Certificates as set forth below. The Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated on such Distribution Date among the REMIC III Regular Certificates,
pro rata, in accordance with the respective amounts of Accrued Certificate
Interest for such Classes of Certificates for such Distribution Date.

   "Distribution Account": The segregated account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A., as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2001-C1." Any such account or accounts shall be an Eligible Account.

   "Distribution Date": The 15th day of any month, or if such 15th day is not
a Business Day, the Business Day immediately following, commencing in May
2001.

   "Distribution Date Statement": As defined in Section 4.02(a).

   "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due; (ii) any
Balloon Mortgage Loan after the Maturity Date therefor, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on such
Mortgage Loan had been scheduled to be first due; and (iii) any REO Loan, the
day of the month set forth in the related Mortgage Note on which each Monthly
Payment on the related Mortgage Loan had been scheduled to be first due.

   "Eligible Account": An account that is any of the following: (i) maintained
with a depository institution or trust company whose (A) commercial paper,
short-term unsecured debt obligations or other short-term deposits are rated at
least (x) A-1 by Standard & Poor's and (y) F-1+ (or its equivalent) by Fitch, if
the deposits are to be held in the account for 30 days or less, or (B) long-term
unsecured debt obligations are rated at least (x) AA-by Standard & Poor's and
(y) AA-(or its equivalent) by Fitch, if the deposits are to be held in the
account more than 30 days, or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee or other financial institution
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulations Section 9.10(b), or (iii) an account or
accounts of a depository institution acceptable to each Rating Agency, as
evidenced by written confirmation from such Rating Agency to the effect that use
of any such account as the Certificate Account or the Distribution Account would
not result in the downgrade, qualification or withdrawal of the rating then
assigned to any Class of Certificates by such Rating Agency.

   "Emergency Advance": Any Servicing Advance that must be made within five
Business Days by the Special Servicer in order to avoid any material penalty,
any material harm to a Mortgaged Property or any other material adverse
consequence to the Trust Fund.

                                       26
<PAGE>

   "Environmental Assessment": A "Phase I assessment" conducted in accordance
with ASTM Standard E 1527-93 or any successor thereto published by ASTM.

   "Environmental Policy": Collectively, the Secured Creditor Impaired
Property Policies (Portfolio) issued by American International Specialty
Lines Insurance Company with respect to the Mortgaged Properties listed on
Schedule IV.

   "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

   "Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents
(if applicable) and similar items in respect of the related Mortgaged
Property.

   "Event of Default": One or more of the events described in Section
7.01(a).

   "Excess Interest": With respect to each of the ARD Loans, interest accrued
on such ARD Loan and allocable to the Excess Rate and, except to the extent
limited by applicable law, interest accrued at the Revised Rate on any such
accrued interest that is unpaid. The Excess Interest is an asset of the Trust
Fund which is a Grantor Trust Asset not held in REMIC I, REMIC II or REMIC
III.

   "Excess Liquidation Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property net of any related Liquidation Expenses, over (ii) the amount that
would have been received if a Principal Payment in full had been made with
respect to such Mortgage Loan on the Due Date immediately following the date
on which such proceeds were received.

   "Excess Liquidation Proceeds Reserve Account": The segregated account
created and maintained by the Trustee pursuant to Section 3.04(c) in trust
for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, in trust for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2001-C1 -- Excess Liquidation Proceeds Reserve Account." Any such
account shall be an Eligible Account.

   "Excess Rate": With respect to each ARD Loan after the related Anticipated
Repayment Date, the excess of (i) the applicable Revised Rate over (ii) the
applicable initial Mortgage Rate, each as set forth in the Mortgage Loan
Schedule.

   "Exchange Act": The Securities Exchange Act of 1934, as amended.

   "FDIC": Federal Deposit Insurance Corporation or any successor.

   "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

   "Final Distribution Date": The final Distribution Date on which any
distributions are to be made on the Certificates as contemplated by Section
9.01.

                                       27
<PAGE>

   "Final Recovery Determination": A determination by the Special Servicer with
respect to any defaulted Mortgage Loan or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by a Mortgage Loan
Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement or
by GMACCM pursuant to Section 4 of the related Supplemental Agreement, as
applicable, by the Majority Certificateholder of a Controlling Class pursuant to
Section 3.18(b) or by the Master Servicer or the Special Servicer pursuant to
Section 3.18(c) or by the Master Servicer or the Depositor pursuant to Section
9.01) that, in the reasonable and good faith judgment of the Special Servicer,
there has been a recovery of all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries that, in the Special Servicer's judgment, exercised
without regard to any obligation of the Master Servicer or the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable.

   "Fitch": Fitch, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "Fitch" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee, the Master Servicer and the Special Servicer
and specific ratings of Fitch, Inc. herein referenced shall be deemed to
refer to the equivalent ratings of the party so designated.

   "Fixed Rate Mortgage Loan": A Mortgage Loan as to which the related
Mortgage Note provides, as of the Closing Date, for a Mortgage Rate that
remains fixed through the remaining term thereof (without regard to any
extension at the Mortgagor's or the mortgagee's option under the terms of the
related Mortgage Loan documents).

   "FNMA": Federal National Mortgage Association or any successor.

   "GMACCM": GMAC Commercial Mortgage Corporation or its successor in
interest.

   "Grantor Trust": That certain "grantor trust" (within the meaning of the
Grantor Trust Provisions), the assets of which include the Grantor Trust
Assets.

   "Grantor Trust Assets": Any Excess Interest.

   "Grantor Trust Provisions": Subpart E of Subchapter J and Section 7701 of
the Code, and final Treasury Regulations, published rulings, notices and
announcements, promulgated thereunder, as the foregoing may be in effect from
time to time.

   "Gross Margin": With respect to each Adjustable Rate Mortgage Loan (and
any successor REO Loan), the fixed number of percentage points set forth in
the Mortgage Loan Schedule that is added to the applicable value of the
related Index on each Interest Rate Adjustment Date in accordance with the
terms of the related Mortgage Note to determine, subject to any applicable
periodic and lifetime limitations on adjustments thereto, the related
Mortgage Rate.

   "Ground Lease": The ground lease pursuant to which any Mortgagor holds a
leasehold interest in the related Mortgaged Property.

                                       28
<PAGE>

   "Guarantor": The guarantor under any Guaranty with respect to a Credit
Lease.

   "Guaranty": With respect to any Credit Lease Loan, a guaranty agreement
executed by an affiliate of the related Tenant that guarantees the Tenant's
obligations under the related Credit Lease.

   "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum
products, urea formaldehyde and any substances classified as being "in
inventory", "usable work in process" or similar classification which would,
if classified as unusable, be included in the foregoing definition.

   "Historical Loan Modification Report": A report or reports setting forth,
among other things, those Mortgage Loans which, as of the close of business
on the immediately preceding Determination Date, have been modified pursuant
to this Agreement (i) during the Collection Period ending on such
Determination Date and (ii) since the Cut-off Date, showing the original and
the revised terms thereof, together with such additional information in
respect of each such Mortgage Loan as is contemplated by Exhibit H hereto.

   "Historical Loss Report": A report or reports setting forth, among other
things, as of the close of business on the immediately preceding Determination
Date, (i) the amount of Liquidation Proceeds and Liquidation Expenses, both for
the Collection Period ending on such Determination Date and for all prior
Collection Periods, and (ii) the amount of Realized Losses occurring during such
Collection Period and historically, set forth on a Mortgage Loan-by-Mortgage
Loan and REO Property-by-REO Property basis, together with such additional
information in respect of each Mortgage Loan and REO Property as to which a
Final Recovery Determination has been made as is contemplated by Exhibit H
hereto.

   "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, each Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee and any and
all Affiliates thereof, (ii) does not have any direct financial interest in
or any material indirect financial interest in any of the Depositor, any
Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee
or any Affiliate thereof, and (iii) is not connected with the Depositor, the
Master Servicer, any Mortgage Loan Seller, the Special Servicer, the Trustee
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor, the
Master Servicer, the Special Servicer or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any class of securities
issued by the Depositor, the Master Servicer or any Affiliate thereof, as the
case may be.

   "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3)
of the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any


                                       29
<PAGE>

Class of Certificates, or such other interest in any Class of Certificates as is
set forth in an Opinion of Counsel, which shall be at no expense to the Trustee
or the Trust Fund, delivered to the Trustee), so long as REMIC I does not
receive or derive any income from such Person and provided that the relationship
between such Person and REMIC I is at arm's length, all within the meaning of
Treasury Regulation Section 1.856-4(b)(5), or any other Person upon receipt by
the Trustee of an Opinion of Counsel, which shall be at no expense to the
Trustee or the Trust Fund, to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code), or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

   "Index": With respect to each Adjustable Rate Mortgage Loan (and any
successor REO Loan), for each Interest Rate Adjustment Date, the base index
used to determine the new Mortgage Rate in effect thereon as specified in the
related Mortgage Note. If the Index currently in effect for any Adjustable
Rate Mortgage Loan (or successor REO Loan) ceases to be available, the Master
Servicer shall, subject to Section 3.19(a) and the terms of the related
Mortgage Note, select a comparable alternative index.

   "Initial Class Principal Balance": With respect to any Class of Principal
Balance Certificates, the initial Class Principal Balance thereof as of the
Closing Date, in each case as set forth in the Preliminary Statement.

   "Initial Class X-1 Notional Amount": With respect to the Class X-1
Certificates, the initial Class Notional Amount thereof as of the Closing
Date, equal to $864,117,784.

   "Initial Class X-2 Notional Amount": With respect to the Class X-2
Certificates, the initial Class Notional Amount thereof as of the Closing
Date, equal to $551,654,000.

   "Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy, credit lease
enhancement insurance policy, residual value insurance policy or other
insurance policy that is maintained from time to time in respect of such
Mortgage Loan or the related Mortgaged Property.

   "Insurance Proceeds": Proceeds paid under any Insurance Policy, to the
extent such proceeds are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor, in either case, in
accordance with the Servicing Standard (including any amounts paid by the
Master Servicer or Special Servicer pursuant to Section 3.07).

   "Interest Accrual Period": With respect to any Distribution Date, the
calendar month immediately preceding the month in which such Distribution
Date occurs.

   "Interest Rate Adjustment Date": With respect to each Adjustable Rate
Mortgage Loan (and any successor REO Loan), any date on which the related
Mortgage Rate is subject to adjustment pursuant to the related Mortgage Note.
The first Interest Rate Adjustment Date subsequent to the Cut-off Date for
each Adjustable Rate Mortgage Loan is specified in the Mortgage Loan
Schedule, and successive Interest Rate Adjustment Dates for such Mortgage


                                       30
<PAGE>

Loan (and any successor REO Loan) shall thereafter periodically occur with
the frequency specified in the Mortgage Loan Schedule.

   "Interest Reserve Account": The segregated account created and maintained
by the Trustee pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A., as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-C1
-- Interest Reserve Account." Any such account shall be an Eligible Account.

   "Interest Reserve Loans": Any Mortgage Loan bearing interest computed on
an actual/360 basis.

   "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Holder of a Certificate or any Affiliate of any such Person.

   "Investment Account": Each of the Certificate Account, the Distribution
Account, any Lock-Box Account, any Cash Collateral Account, the Interest
Reserve Account or any REO Account.

   "Investor Certification": A certification in the form of Exhibit K hereto.

   "Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the REMIC Provisions.

   "Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
Proceeds, Liquidation Proceeds, payments of Substitution Shortfall Amounts,
or otherwise, which represent late payments or collections of principal or
interest due in respect of such Mortgage Loan (without regard to any
acceleration of amounts due thereunder by reason of default) on a Due Date in
a previous Collection Period and not previously recovered. With respect to
any Distribution Date and any REO Loan, all amounts received in connection
with the related REO Property during any Collection Period, whether as
Insurance Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of principal or interest due or deemed due in
respect of such REO Loan or the predecessor Mortgage Loan (without regard to
any acceleration of amounts due under the predecessor Mortgage Loan by reason
of default) on a Due Date in a previous Collection Period and not previously
recovered. The term "Late Collections" shall specifically exclude Penalty
Charges.

   "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased or replaced by a Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement or by GMACCM
pursuant to Section 4 of each Supplemental Agreement; (iv) such Mortgage Loan
is purchased by the Majority Certificateholder of the Controlling Class
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by the
Master Servicer or the Special Servicer pursuant to Section 3.18(c); or (vi)
such Mortgage Loan is purchased by the Master Servicer or the Depositor
pursuant to Section 9.01. With respect to any REO Property (and the related
REO Loan), any of the following events: (i) a Final Recovery Determination is
made with respect to


                                       31
<PAGE>

such REO Property; or (ii) such REO Property is purchased by the Master Servicer
or the Depositor pursuant to Section 9.01.

   "Liquidation Expenses": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Special Servicer in connection
with the liquidation of any Specially Serviced Mortgage Loan or REO Property
pursuant to Section 3.09 or 3.18 (including, without limitation, legal fees
and expenses, committee or referee fees and, if applicable, brokerage
commissions and conveyance taxes).

   "Liquidation Fee": With respect to each Specially Serviced Mortgage Loan
or REO Property (other than any Specially Serviced Mortgage Loan or REO
Property purchased by the Majority Certificateholder of the Controlling
Class, the Master Servicer or the Special Servicer pursuant to Section 3.18
or by the Master Servicer or the Depositor pursuant to Section 9.01), the fee
designated as such and payable to the Special Servicer pursuant to Section
3.11(c).

   "Liquidation Fee Rate": With respect to each Specially Serviced Mortgaged
Loan or REO Property as to which a Liquidation Fee is payable, 1.00%.

   "Liquidation Proceeds": Cash amounts (other than Insurance Proceeds and
REO Revenues) received or paid by the Master Servicer or the Special Servicer
in connection with: (i) the taking of all or a part of a Mortgaged Property
by exercise of the power of eminent domain or condemnation; (ii) the
liquidation of a Mortgaged Property or other collateral constituting security
for a defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (iii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iv)
the purchase of a Defaulted Mortgage Loan by the Majority Certificateholder
of the Controlling Class pursuant to Section 3.18(b) or by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c) or any other
sale thereof pursuant to Section 3.18(d); (v) the repurchase of a Mortgage
Loan by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement or by GMACCM pursuant to Section 4 of each
Supplemental Agreement; (vi) the payment of any Substitution Shortfall Amount
by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan
Purchase Agreement or by GMACCM pursuant to Section 4 of each Supplemental
Agreement; or (vii) the purchase of a Mortgage Loan or REO Property by the
Master Servicer or the Depositor pursuant to Section 9.01.

   "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the then unpaid principal balance of such Mortgage Loan, and the
denominator of which is the Appraised Value of the related Mortgaged Property
as determined by an Appraisal thereof.

   "Lock-Box Account": With respect to any Mortgaged Property, if applicable,
any account created pursuant to any documents relating to a Mortgage Loan to
receive revenues therefrom. Any Lock-Box Account shall be beneficially owned
for federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and
provisions of the related Mortgage Loan and Section 3.06, which Person shall


                                       32
<PAGE>

be taxed on all reinvestment income or gain thereon. The Master Servicer
shall be permitted to make withdrawals therefrom for deposit into the related
Cash Collateral Accounts.

   "Lock-Box Agreement": With respect to any Mortgage Loan, the lock-box
agreement, if any, between the originator of such Mortgage Loan and the
Mortgagor, pursuant to which the related Lock-Box Account, if any, is to be
established.

   "Loss Reimbursement Amount": With respect to any REMIC I Regular Interest
and any Distribution Date (except the initial Distribution Date, with respect
to which the Loss Reimbursement Amount for such REMIC I Regular Interest will
be zero), an amount equal to (a)(i) the Loss Reimbursement Amount with
respect to such REMIC I Regular Interest for the immediately preceding
Distribution Date, minus (ii) the aggregate of all reimbursements deemed made
to REMIC II on the immediately preceding Distribution Date pursuant to
Section 4.01(a) with respect to such REMIC I Regular Interest, plus (iii) the
aggregate of all reductions made to the Uncertificated Principal Balance of
(and, accordingly, the aggregate of all Realized Losses and Additional Trust
Fund Expenses deemed allocated to) such REMIC I Regular Interest on the
immediately preceding Distribution Date pursuant to Section 4.04(a), plus (b)
one month's interest (calculated on the basis of a 360-day year consisting of
twelve 30-day months) on the amount described in clause (a) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for the current
Distribution Date.

   "MAI": Member of Appraisal Institute.

   "Majority Certificateholder": With respect to any specified Class or
Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such
Class or Classes in each case determined without giving effect to the last
sentence of the definition of "Voting Rights."

   "Master Servicer": GMACCM, or any successor master servicer appointed as
herein provided.

   "Master Servicer Remittance Date": The Business Day preceding each
Distribution Date.

   "Master Servicing Fee": With respect to any Distribution Date and each
Mortgage Loan and REO Loan, that portion of the Servicing Fee that has
accrued at the Master Servicing Fee Rate.

   "Master Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan acquired by the Depositor, 0.02% per annum.

   "Material Document Defect": As defined in Section 2.03(a).

   "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all
Principal Prepayments received prior to such date of determination and any
extension permitted at the Mortgagor's option under the terms of


                                       33
<PAGE>

the related Mortgage Note (as in effect on the Closing Date) and this Agreement,
but without giving effect to (i) any acceleration of the principal of such
Mortgage Loan by reason of default thereunder, (ii) any grace period permitted
by the related Mortgage Note, (iii) any modification, waiver or amendment of
such Mortgage Loan granted or agreed to by the Master Servicer or Special
Servicer pursuant to Section 3.20 or (iv) in the case of an ARD Loan, the
Anticipated Repayment Date for such Mortgage Loan.

   "Modified Mortgage Loan": Any Mortgage Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.20 in a manner that:

      (A) affects the amount or timing of any payment of principal or interest
   due thereon (other than, or in addition to, bringing current Monthly Payments
   with respect to such Mortgage Loan);

      (B) except as expressly contemplated by the related Mortgage, results in a
   release of the lien of the Mortgage on any material portion of the related
   Mortgaged Property without a corresponding Principal Prepayment in an amount
   not less than the fair market value (as is), as determined by an Appraisal
   delivered to the Special Servicer (at the expense of the related Mortgagor
   and upon which the Special Servicer may conclusively rely), of the property
   to be released; or

      (C) in the good faith and reasonable judgment of the Special Servicer,
   otherwise materially impairs the security for such Mortgage Loan or reduces
   the likelihood of timely payment of amounts due thereon.

   "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under
the terms of the related Mortgage Note (as such may be modified at any time
following the Closing Date) and applicable law, without regard to the accrual
of Excess Interest on or the application of any excess cash flow to pay
principal on any ARD Loan.

   "Mortgage": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust or
other instrument securing a Mortgage Note and creating a lien on the related
Mortgaged Property.

   "Mortgage File": With respect to any Mortgage Loan, subject to Section
2.01(b), collectively the following documents:

   (1) the original Mortgage Note, endorsed by the most recent endorsee prior to
   the Trustee or, if none, by the originator, without recourse, in blank or to
   the order of the Trustee in the following form: "Pay to the order of Wells
   Fargo Bank Minnesota, N.A., as trustee for the registered holders of GMAC
   Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
   Series 2001-C1, without recourse";

   (2) the original or a copy of the Mortgage and, if applicable, the originals
   or copies of any intervening assignments thereof showing a complete chain of
   assignment from the


                                       34
<PAGE>

   originator of the Mortgage Loan to the most recent assignee of record thereof
   prior to the Trustee, if any, in each case with evidence of recording
   indicated thereon;

   (3) an original assignment of the Mortgage, in recordable form, executed by
   the most recent assignee of record thereof prior to the Trustee, or if none
   by the originator, either in blank or in favor of the Trustee (in such
   capacity);

   (4) an original or copy of any related Assignment of Leases (if such item is
   a document separate from the Mortgage) and, if applicable, the originals or
   copies of any intervening assignments thereof showing a complete chain of
   assignment from the originator of the Mortgage Loan to the most recent
   assignee of record thereof prior to the Trustee, if any, in each case with
   evidence of recording thereon;

   (5) an original assignment of any related Assignment of Leases (if such item
   is a document separate from the Mortgage), in recordable form, executed by
   the most recent assignee of record thereof prior to the Trustee, or, if none,
   by the originator, either in blank or in favor of the Trustee (in such
   capacity), which assignment may be included as part of the corresponding
   assignment of Mortgage, referred to in clause (3) above;

   (6) an original or a copy of any related Security Agreement (if such item is
   a document separate from the Mortgage) and, if applicable, the originals or
   copies of any intervening assignments thereof showing a complete chain of
   assignment from the originator of the Mortgage Loan to the most recent
   assignee of record thereof prior to the Trustee, if any;

   (7) an original assignment of any related Security Agreement (if such item is
   a document separate from the Mortgage) executed by the most recent assignee
   of record thereof prior to the Trustee or, if none, by the originator, either
   in blank or in favor of the Trustee (in such capacity), which assignment may
   be included as part of the corresponding assignment of Mortgage referred to
   in clause (3) above;

   (8) originals or copies of all assumption, modification, written assurance
   and substitution agreements, with evidence of recording thereon, where
   appropriate, in those instances where the terms or provisions of the
   Mortgage, Mortgage Note or any related security document have been modified
   or the Mortgage Loan has been assumed;

   (9) the original or a copy of the lender's title insurance policy, together
   with all endorsements or riders (or copies thereof) that were issued with or
   subsequent to the issuance of such policy, insuring the priority of the
   Mortgage as a first lien on the Mortgaged Property;

   (10) the original or a copy of any guaranty of the obligations of the
   Mortgagor under the Mortgage Loan which was in the possession of the Mortgage
   Loan Seller at the time the Mortgage Files were delivered to the Trustee
   together with (A) if applicable, the original or copies of any intervening
   assignments of such guaranty showing a complete chain of assignment from the
   originator of the Mortgage Loan to the most recent assignee thereof prior to
   the Trustee, if any, and (B) an original assignment of such guaranty


                                       35
<PAGE>

   executed by the most recent assignee thereof prior to the Trustee or, if
   none, by the originator;

   (11) (A) file or certified copies of any UCC financing statements and
   continuation statements which were filed in order to perfect (and maintain
   the perfection of) any security interest held by the originator of the
   Mortgage Loan (and each assignee of record prior to the Trustee) in and to
   the personalty of the Mortgagor at the Mortgaged Property (in each case with
   evidence of filing thereon) and which were in the possession of the Mortgage
   Loan Seller (or its agent) at the time the Mortgage Files were delivered and
   (B) if any such security interest is perfected and the earlier UCC financing
   statements and continuation statements were in the possession of the Mortgage
   Loan Seller, a UCC financing statement executed by the most recent assignee
   of record prior to the Trustee or, if none, by the originator, evidencing the
   transfer of such security interest, either in blank or in favor of the
   Trustee;

   (12) the original or a copy of the power of attorney (with evidence of
   recording thereon, if appropriate) granted by the Mortgagor if the Mortgage,
   Mortgage Note or other document or instrument referred to above was not
   signed by the Mortgagor;

   (13) the related Ground Lease or a copy thereof, if any;

   (14) if the Mortgage Loan is a Credit Lease Loan, an original of the credit
   lease enhancement insurance policy, if any, obtained with respect to such
   Mortgage Loan and an original of the residual value insurance policy, if any,
   obtained with respect to such Mortgage Loan;

   (15) the original or a copy of any lockbox agreement or deposit account or
   similar agreement;

   (16) the original or a copy of any intercreditor agreement with respect to
   the Mortgage Loan;

   (17) the original or a copy of any Environmental Insurance Policy;

   (18) the original or a copy of any letter of credit; and

   (19) any additional documents required to be added to the Mortgage File
   pursuant to this Agreement;

provided that, whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.

   "Mortgage Loan": Each of the mortgage loans or interests therein
transferred and assigned to the Trustee pursuant to Section 2.01 and from
time to time held in the Trust Fund (including, without limitation, all
Replacement Mortgage Loans). As used herein, the term "Mortgage Loan"
includes the related Mortgage Note, Mortgage, participation certificate or
agreement and/or other security documents contained in the related Mortgage
File.

                                       36
<PAGE>

   "Mortgage Loan Purchase Agreement": With respect to any Mortgage Loan
Seller, each agreement between the Depositor and such Mortgage Loan Seller
relating to the transfer of all of such Mortgage Loan Seller's right, title
and interest in and to the related Mortgage Loans.

   "Mortgage Loan Schedule": The list of Mortgage Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Schedule I, which list sets forth the following information with respect to
each Mortgage Loan:

   (i) the loan number and name of the Mortgaged Property;

   (ii) the street address (including city, state and zip code) of the related
   Mortgaged Property;

   (iii) the (A) Mortgage Rate in effect as of the Cut-off Date and (B) whether
   such Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed Rate Loan;

   (iv) the original principal balance;

   (v) the Cut-off Date Principal Balance;

   (vi) the (A) remaining term to stated maturity, (B) with respect to each ARD
   Loan, the Anticipated Repayment Date and (C) Stated Maturity Date;

   (vii) the Due Date;

   (viii) the amount of the Monthly Payment due on the first Due Date following
   the Cut-off Date;

   (ix) in the case of an Adjustable Rate Mortgage Loan, the (A) Index, (B)
   Gross Margin, (C) first Mortgage Rate adjustment date following the Cut-off
   Date and the frequency of Mortgage Rate adjustments, and (D) maximum and
   minimum lifetime Mortgage Rate;

   (x) whether such Mortgage Loan is an ARD Loan, a Credit Lease Loan, a
   Defeasance Loan, a Broker Strip Loan or an Additional Servicing Fee Mortgage
   Loan;

   (xi) in the case of a Credit Lease Loan, the identity of the Tenant and the
   Guarantor under any applicable Guaranty, and the publicly available corporate
   credit ratings of such Tenant and Guarantor as of the Closing Date; and

   (xii) the Servicing Fee Rate.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans. Such list may be in the form of more than one
list, collectively setting forth all of the information required.

                                       37
<PAGE>

   "Mortgage Loan Seller": GMACCM, German American Capital Corporation,
Goldman Sachs Mortgage Company and any other Person (other than the
Depositor) that is a party to a Mortgage Loan Purchase Agreement.

   "Mortgage Note": The original executed note evidencing the indebtedness of
a Mortgagor under a Mortgage Loan, together with any rider, addendum or
amendment thereto.

   "Mortgage Pool": Collectively, all of the Mortgage Loans (including any
REO Loans and Replacement Mortgage Loans, but excluding Deleted Mortgage
Loans).

   "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior to its
Maturity Date, the fixed or adjustable annualized rate (not including, in the
case of any ARD Loan, any increase in the rate of interest to the Revised
Rate) at which interest is scheduled (in the absence of a default) to accrue
on such Mortgage Loan from time to time in accordance with the terms of the
related Mortgage Note (as such may be modified at any time following the
Closing Date) and applicable law; (ii) any Mortgage Loan after its Maturity
Date, the annualized rate described in clause (i) above determined without
regard to the passage of such Maturity Date; and (iii) any REO Loan, the
annualized rate described in clause (i) or (ii), as applicable, above
determined as if the predecessor Mortgage Loan had remained outstanding.

   "Mortgaged Property": Individually and collectively, as the context may
require, the real property interest subject to the lien of a Mortgage and
constituting collateral for a Mortgage Loan. With respect to any
Cross-Collateralized Mortgage Loan, as the context may require, "Mortgaged
Property" may mean, collectively, all the Mortgaged Properties securing such
Cross-Collateralized Mortgage Loan.

   "Mortgagor": The obligor or obligors on a Mortgage Note, including without
limitation, any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note.

   "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in
the Distribution Account for such Distribution Date pursuant to Section
3.19(f) in connection with such Prepayment Interest Shortfalls.

   "Net Investment Earnings": With respect to any Investment Account for any
Collection Period, the amount, if any, by which the aggregate of all interest
and other income realized during such Collection Period on funds relating to
the Trust Fund held in such account, exceeds the aggregate of all losses, if
any, incurred during such Collection Period in connection with the investment
of such funds in accordance with Section 3.06.

   "Net Investment Loss": With respect to any Investment Account for any
Collection Period, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of
funds relating to the Trust Fund held in such account in accordance with
Section 3.06, exceeds the aggregate of all interest and other income realized
during such Collection Period on such funds.

                                       38
<PAGE>

   "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan, as of any
date of determination, a rate per annum equal to the related Mortgage Rate then
in effect, minus the Servicing Fee Rate, but, for purposes of calculating the
REMIC I Remittance Rate, the REMIC II Remittance Rate and Weighted Average Net
Mortgage Rate, determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Master
Servicer or Special Servicer or resulting from (i) the bankruptcy, insolvency or
similar proceeding involving the related Mortgagor or (ii) the increase in the
interest rate attributable to the Revised Rate to any ARD Loan and, with respect
to any Mortgage Loan that does not accrue interest on the basis of a 360-day
year consisting of twelve 30-day months, the Net Mortgage Rate of such Mortgage
Loan for such purposes for any one-month preceding a related Due Date will be
the annualized rate at which interest would have to accrue in respect of such
loan on the basis of a 360-day year consisting of twelve 30-day months in order
to produce the aggregate amount of interest actually accrued in respect of such
loan during such one-month period at the related Mortgage Rate (net of the
related Servicing Fee Rate); provided, however, that with respect to the
Interest Reserve Loans, (i) the Net Mortgage Rate for the one-month period
preceding the Due Dates in (a) January of each calendar year that is not a leap
year and (b) February of each calendar year, will be determined net of the
Withheld Amounts and (ii) the Net Mortgage Rate for the one-month period
preceding the Due Dates in March of each calendar year will be determined after
taking into account the addition of the Withheld Amounts.

   "Net Operating Income": With respect to any Mortgaged Property, for any
specified period, the net operating income calculated in accordance with
Exhibit G using the methodologies set forth in Exhibit F.

   "NOI Adjustment Worksheet": As defined in Section 4.02(b)(2).

   "Nonrecoverable Advance": Any Nonrecoverable Delinquency Advance or
Nonrecoverable Servicing Advance.

   "Nonrecoverable Delinquency Advance": Any Delinquency Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Loan which,
in the judgment of the Master Servicer or, if applicable, the Trustee, will
not be ultimately recoverable (together with Advance Interest thereon) from
late payments, Insurance Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan or REO Loan which shall be
evidenced by an Officer's Certificate as provided by Section 4.03(c).

   "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the judgment of the Master Servicer, the Special Servicer or, if
applicable, the Trustee, will not be ultimately recoverable (together with
Advance Interest thereon) from late payments, Insurance Proceeds, Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan or REO
Property which shall be evidenced by an Officers' Certificate as provided by
Section 3.11(h).

   "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class X-2, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P or Residual
Certificate.

                                       39
<PAGE>

   "Officer's Certificate": A certificate signed, as applicable, by a
Servicing Officer of the Master Servicer or the Special Servicer or by a
Responsible Officer of the Trustee.

   "Operating Statement Analysis": As defined in Section 4.02(b)(1).

   "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Master Servicer or the
Special Servicer, acceptable and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of REMIC I, REMIC II or
REMIC III as a REMIC or (b) compliance with the REMIC Provisions, must be an
opinion of counsel who is in fact Independent of the Depositor, the Master
Servicer and the Special Servicer.

   "OTS": The Office of Thrift Supervision or any successor thereto.

   "Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder thereof may have and any other
interest therein, whether direct or indirect, legal or beneficial, as owner
or as pledgee.

   "Pass-Through Rate": With respect to:

   (1) the Class X-1 Certificates, the Class X-1 Pass Through Rate;

   (2) the Class X-2 Certificates, the Class X-2 Pass Through Rate;

   (3) the Class A-1 and Class A-2 Certificates, for any Distribution Date, the
   fixed rate per annum specified for such Class in the Preliminary Statement;

   (4) the Class B, Class C, Class D, Class E, Class F, Class H, Class J, Class
   K, Class L, Class M, Class N, Class O and Class P Certificates, for any
   Distribution Date, the lesser of the fixed rate per annum specified as such
   in the Preliminary Statement and the Weighted Average Net Mortgage Rate; and

   (5) the Class G Certificates, for any Distribution Date, the Weighted Average
   Net Mortgage Rate.

   "Payment Adjustment Date": With respect to each Adjustable Rate Mortgage
Loan, any date on which the related Monthly Payment is subject to adjustment
pursuant to the related Mortgage Note. The first Payment Adjustment Date
subsequent to the Cut-off Date for each Adjustable Rate Mortgage Loan is
specified in the Mortgage Loan Schedule, and successive Payment Adjustment
Dates for such Adjustable Mortgage Loan shall thereafter periodically occur
with the frequency specified in the Mortgage Loan Schedule.

   "Payment Priority": With respect to any Class of Certificates, the
priority of the Holders thereof in respect of the Holders of the other
Classes of Certificates to receive distributions out of the Available
Distribution Amount for any Distribution Date, as set forth in Section
4.01(c) hereof.

                                       40
<PAGE>

   "Penalty Charges": With respect to any Mortgage Loan (or successor REO
Loan), any amounts collected thereon that represent late payment charges or
Default Interest.

   "Percentage Interest": With respect to any REMIC III Regular Certificate,
the portion of the relevant Class evidenced by such Certificate, expressed as
a percentage, the numerator of which is the Certificate Principal Balance or
the Certificate Notional Amount of such Certificate as of the Closing Date,
as specified on the face thereof, and the denominator of which is the Initial
Class Principal Balance or Initial Class Notional Amount of the relevant
Class. With respect to a Residual Certificate, the percentage interest in
distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

   "Permitted Investments": Securities, instruments, or security entitlements
with respect to one or more of the following:

   (1) obligations of or guaranteed as to principal and interest by the United
   States or any agency or instrumentality thereof when such obligations are
   backed by the full faith and credit of the United States;

   (2) repurchase agreements on obligations specified in clause (i) maturing not
   more than 30 days from the date of acquisition thereof, provided that the
   unsecured obligations of the party agreeing to repurchase such obligations
   are at the time rated by each Rating Agency in its highest short-term rating
   available;

   (3) federal funds, unsecured certificates of deposit, time deposits and
   bankers' acceptances (which shall each have an original maturity of not more
   than 90 days and, in the case of bankers' acceptances, shall in no event have
   an original maturity of more than 365 days or a remaining maturity of more
   than 30 days) denominated in United States dollars of any U.S. depository
   institution or trust company incorporated under the laws of the United States
   or any state thereof or of any domestic branch of a foreign depository
   institution or trust company; provided that the short-term debt obligations
   of such depository institution or trust company at all times since the date
   of acquisition thereof have been rated by each Rating Agency in its highest
   short-term rating available (or, if not rated by Fitch, otherwise acceptable
   to Fitch as confirmed in writing that such investment would not, in and of
   itself, result in a downgrade, qualification or withdrawal of the then
   current rating assigned to any Class of Certificates by such Rating Agency);

   (4) commercial paper (having original maturities of not more than 365 days)
   of any corporation incorporated under the laws of the United States or any
   state thereof which on the date of acquisition has been rated by each Rating
   Agency in its highest short-term rating available (or, if not rated by Fitch,
   otherwise acceptable to Fitch as confirmed in writing that such investment
   would not, in and of itself, result in a downgrade, qualification or
   withdrawal of the then current rating assigned to any Class of Certificates
   by such Rating Agency); provided that such commercial paper shall have a
   remaining maturity of not more than 30 days;

   (5) a money market fund rated by each Rating Agency in its highest rating
   category;

                                       41
<PAGE>

   (6) commercial paper of issuers rated by each Rating Agency in its highest
   short-term rating available (or, if not rated by Fitch, otherwise acceptable
   to Fitch as confirmed in writing that such investment would not, in and of
   itself, result in a downgrade, qualification or withdrawal of the then
   current rating assigned to any Class of Certificates by such Rating Agency);
   provided that such obligations shall have a remaining maturity of not more
   than 30 days and such obligations are limited to the right to receive only
   monthly principal and interest payments;

   (7) short-term debt obligations of issuers rated A-1 (or the equivalent) by
   each Rating Agency (or, if not rated by Fitch, otherwise acceptable to Fitch
   as confirmed in writing that such investment would not, in and of itself,
   result in a downgrade, qualification or withdrawal of the then current rating
   assigned to any Class of Certificates by such Rating Agency) having a
   maturity of not more than 30 days; provided that the total amount of such
   investment does not exceed the greater of (A) 20% of the then outstanding
   principal balance of the Certificates, and (B) the amount of monthly
   principal and interest payments (other than Balloon Payments) payable on the
   Mortgage Loans during the preceding Collection Period; provided, further, and
   notwithstanding the preceding proviso, that if all of the Mortgage Loans are
   fully amortizing, then the amount of such investment shall not exceed the
   amount of monthly principal and interest payments (other than Balloon
   Payments) payable on the Mortgage Loans during the preceding Collection
   Period;

   (8) fully Federal Deposit Insurance Corporation-insured demand and time
   deposits in, or certificates of deposit of, or bankers' acceptances issued
   by, any bank or trust company, savings and loan association or savings bank,
   the short term obligations of which are rated in the highest short term
   rating category by each Rating Agency (or, if not rated by Fitch, otherwise
   acceptable to Fitch as confirmed in writing that such investment would not,
   in and of itself, result in a downgrade, qualification or withdrawal of the
   then current rating assigned to any Class of Certificates by such Rating
   Agency); and

   (9) other obligations or securities that are acceptable to each Rating Agency
   as a Permitted Investment hereunder and which would not result in the
   downgrade, qualification or withdrawal of the then-current rating assigned to
   any Class of Certificates by the Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment (A) unless
it has a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, and its interest rate is tied to a single interest rate
index plus a single fixed spread (if any) and moves proportionately with such
index and (B) if it represents, (1) the right to receive only interest payments
with respect to the underlying debt instrument, (2) the right to receive both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations, (3) an obligation that has a
remaining maturity of greater than 365 days from the date of acquisition
thereof. References herein to the highest rating available on money market funds
shall mean AAAm in the case of Standard & Poor's and AAA in the case of Fitch,
and references herein to the highest rating


                                       42
<PAGE>

available on unsecured commercial paper and short-term debt obligations shall
mean A-1+ in the case of Standard & Poor's and F-1+ in the case of Fitch.

   "Permitted Transferee": Any Transferee other than (i) the United States, any
State or political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) any electing large partnership under
Section 775 of the Code and (vi) any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

   "Person": Any legal person, including, without limitation, any individual,
corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

   "Plan": As defined in Section 5.02(c)(i).

   "Preliminary Statement": The introductory section in this Agreement found
on pages 2 through 5 hereof.

   "Prepayment Assumption": A CPR of 0% and an assumption that a Principal
Prepayment in full will be made on each ARD Loan on its Anticipated Repayment
Date, used for determining the accrual of original issue discount, market
discount and premium, if any, on the REMIC I Regular Interests, the REMIC II
Regular Interests and the Certificates for federal income tax purposes.

   "Prepayment Interest Excess": With respect to any Mortgage Loan that was
subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was received following such Mortgage
Loan's Due Date in such Collection Period, the amount of interest (net of
related Servicing Fees and, if applicable, Excess Interest) accrued on the
amount of such Principal Prepayment during the period from and after such Due
Date, to the extent collected (without regard to any Prepayment Premium that
may have been collected).

   "Prepayment Interest Shortfall": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part (including, without
limitation, an early Balloon Payment) during any Collection Period, which
Principal Prepayment was received prior


                                       43
<PAGE>

to such Mortgage Loan's Due Date in such Collection Period, the amount of
interest that would have accrued at the related Net Mortgage Rate on the amount
of such Principal Prepayment during the period from the date as of which such
Principal Prepayment was applied to such Mortgage Loan to but not including such
Due Date, to the extent not collected from the related Mortgagor (without regard
to any Prepayment Premium or Excess Interest that may have been collected).

   "Prepayment Premium": Any premium, penalty or fee paid or payable, as the
context requires, by a Mortgagor in connection with a Principal Prepayment
on, or other early collection of principal of, a Mortgage Loan or REO Loan.

   "Primary Servicing Office": With respect to each of the Master Servicer
and the Special Servicer, the office thereof primarily responsible for
performing its respective duties under this Agreement; initially located in
Pennsylvania, in the case of the Master Servicer, and California, in the case
of the Special Servicer.

   "Principal Allocation Fraction": With respect to any Distribution Date and
each of Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and
Class G Certificates, a fraction the numerator of which is the portion of the
Principal Distribution Amount allocable to such Class of Certificates for
such Distribution Date and the denominator of which is the Principal
Distribution Amount for all Classes of Certificates as of such Distribution
Date.

   "Principal Balance Certificate": Any REMIC III Regular Certificate other
than a Class X-1 or Class X-2 Certificate.

   "Principal Distribution Amount": With respect to any Distribution Date,
the aggregate of (i) the Current Principal Distribution Amount for such
Distribution Date and (ii) if such Distribution Date is after the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount
for the preceding Distribution Date, over the aggregate distributions of
principal made on the Principal Balance Certificates in respect of such
Principal Distribution Amount on the preceding Distribution Date.

   "Principal Prepayment": Any payment of principal made by the Mortgagor on
a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the
month of prepayment.

   "Privileged Person": The Depositor, the Master Servicer, the Special
Servicer, the Trustee, a Rating Agency, a designee of the Depositor and any
Person who provides the Trustee with an Investor Certification.

   "Proposed Plan": As defined in Section 3.17(a)(iii).

   "Prospectus": The Prospectus dated November 20, 2000, as supplemented by
the Prospectus Supplement dated March 29, 2001, relating to the offering of
the Registered Certificates.

   "PTCE 95-60": As defined in Section 5.02(c)(ii).

                                       44
<PAGE>

   "Purchase Price": With respect to any Mortgage Loan, a price equal to the
outstanding principal balance of such Mortgage Loan as of the date of
purchase, together with (a) all accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Rate in effect from time to time to but not
including the Due Date in the Collection Period of purchase, (b) all related
unreimbursed Servicing Advances, (c) all accrued and unpaid Advance Interest
in respect of related Advances, and (d) if such Mortgage Loan is being
purchased by a Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4 of each
Supplemental Agreement (i) all expenses incurred or to be incurred by the
Master Servicer (unless such Mortgage Loan Seller is acting as Master
Servicer), the Depositor and the Trustee in respect of the Breach or Defect
giving rise to the repurchase obligation and (ii) the aggregate amount of all
Special Servicer Fees, Advance Interest (to the extent, if any, not included
in clause (c) above) in respect of related Advances and Additional Trust Fund
Expenses incurred prior to such date of purchase and, in each case, in
respect of the related Mortgage Loan and, if the applicable Mortgage Loan
Seller repurchases such Mortgage Loan after more than 180 days following its
receipt of a material breach of a representation or warranty, the applicable
Mortgage Loan Seller will also be required to pay a 1% Liquidation Fee. The
Purchase Price for any Cross-Collateralized Mortgage Loan that is required to
be repurchased pursuant to Section 2.03(a) as a result of a Breach or Defect
shall include such additional amounts as are required to satisfy the "release
price" requirements of the applicable Mortgage Loan documents. With respect
to any REO Property, the amount calculated in accordance with the first
sentence of this definition in respect of the related REO Loan.

   "Qualified Appraiser": In connection with the appraisal of any Mortgaged
Property or REO Property, an Independent MAI-designated appraiser or, if a
MAI-designated appraiser is not reasonably available, a state certified
appraiser, in each case, with at least five (5) years experience in
appraising similar types of property.

   "Qualified Institutional Buyer": A "qualified institutional buyer" as
defined under Rule 144A promulgated under the Securities Act.

   "Qualified Insurer": An insurance company or security or bonding company
qualified to write the related Insurance Policy in the relevant jurisdiction.

   "Qualifying Substitute Mortgage Loan": means, in the case of a Deleted
Mortgage Loan, a mortgage loan which, on the date of substitution, (i) has a
principal balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) is accruing interest at a rate of
interest at least equal to that of the Deleted Mortgage Loan; (iii) has a fixed
Mortgage Rate if the Deleted Mortgage Loan is a Fixed Rate Mortgage Loan and an
adjustable Mortgage Rate (with the same Index, Gross Margin and frequency of
Interest Rate Adjustment Dates and Payment Adjustment Dates as the Deleted
Mortgage Loan) if the Deleted Mortgage Loan is an Adjustable Rate Mortgage Loan;
(iv) is accruing interest on the same basis (for example, a 360-day year
consisting of twelve 30-day months) as the Deleted Mortgage Loan; (v) has a
remaining term to stated maturity or Anticipated Repayment Date, in the case of
an ARD Loan, not greater than, and not more than two years less than, that of
the Deleted Mortgage Loan; (vi) has an original Loan-to-Value Ratio not higher
than that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal
to the principal balance on the date of substitution divided by its


                                       45
<PAGE>

Appraised Value as determined by an Appraisal dated not more than twelve months
prior to the date of substitution) not higher than the then current
Loan-to-Value Ratio of the Deleted Mortgage Loan; (vii) will comply with all of
the representations and warranties relating to Mortgage Loans set forth in the
related Mortgage Loan Purchase Agreement, as of the date of substitution; (viii)
has an Environmental Assessment relating to the related Mortgaged Property in
its Servicing File; (ix) has a Debt Service Coverage Ratio equal to or greater
than that of the Deleted Mortgage Loan; and (x) as to which the Trustee has
received an Opinion of Counsel, at the related Mortgage Loan Seller's expense,
that such Qualifying Substitute Mortgage Loan is a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code; provided that no
Qualifying Substitute Mortgage Loan may have a Maturity Date after the date
three years prior to the Rated Final Distribution Date, and provided, further,
that no such Qualifying Substitute Mortgage Loan shall be substituted for a
Deleted Mortgage Loan unless Rating Agency Confirmation is obtained. In the
event that either one mortgage loan is substituted for more than one Deleted
Mortgage Loan or more than one mortgage loan is substituted for one or more
Deleted Mortgage Loans, then (a) the principal balance referred to in clause (i)
above shall be determined on the basis of aggregate principal balances and (b)
the rates referred to in clauses (ii) and (iii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a
weighted average basis. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of
the requirements of this definition and shall send such certification to the
Trustee.

   "Rated Final Distribution Date": The Distribution Date in April 2034.

   "Rating Agency": Each of Fitch and Standard & Poor's.

   "Rating Agency Confirmation": With respect to any matter and any Rating
Agency, where required under this Agreement, confirmation in writing by such
Rating Agency that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal,
downgrade or qualification of the rating assigned by such Rating Agency to
any Class of Certificates then rated by such Rating Agency. For all purposes
of this Agreement, the placement by a Rating Agency of any Class of
Certificates on "negative credit watch" shall constitute a qualification of
such Rating Agency's rating of such Certificates.

   "Realized Loss": With respect to each defaulted Mortgage Loan as to which
a Final Recovery Determination has been made, or with respect to any REO Loan
as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to (i) the unpaid
principal balance of such Mortgage Loan or REO Loan, as the case may be, as
of the Due Date immediately preceding the date the Final Recovery
Determination was made, plus (ii) all accrued but unpaid interest on such
Mortgage Loan or REO Loan, as the case may be (without taking into account
the amounts described in subclause (iv) of this sentence), at the related
Mortgage Rate to but not including the Due Date in the Collection Period in
which the Final Recovery Determination was made, plus (iii) any related
unreimbursed Servicing Advances as of the commencement of the Collection
Period in which the Final Recovery Determination was made, together with any
new related Servicing Advances made during such Collection Period, minus (iv)
all payments and proceeds, if any, received in respect of such Mortgage Loan
or REO Loan, as the case may be, during the Collection Period in


                                       46
<PAGE>

which such Final Recovery Determination was made (net of any related Liquidation
Expenses paid therefrom).

   With respect to any Mortgage Loan as to which any portion of the
outstanding principal or accrued interest (other than Excess Interest) owed
thereunder was forgiven in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of
such Mortgage Loan granted or agreed to by the Master Servicer or Special
Servicer pursuant to Section 3.20, the amount of such principal or interest
so forgiven.

   With respect to any Mortgage Loan as to which the Mortgage Rate thereon
has been permanently reduced for any period in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or a modification,
waiver or amendment of such Mortgage Loan granted or agreed to by the Master
Servicer or Special Servicer pursuant to Section 3.20, the amount of the
consequent reduction in the interest portion of each successive Monthly
Payment due thereon. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.

   "Record Date": With respect to any Distribution Date, the last Business
Day of the calendar month immediately preceding the month in which such
Distribution Date occurs.

   "Registered Certificates": The Class A-1, Class A-2, Class B, Class C and
Class D Certificates.

   "Reimbursement Rate": The rate per annum applicable to the accrual of
Advance Interest, which rate per annum shall be equal to the "prime rate" as
published in the "Money Rates" section of The Wall Street Journal, as such
"prime rate" may change from time to time.

   "Related Borrower Group": Any of the groups of Mortgage Loans having the
same or related Mortgagors as identified in Annex A to the Prospectus
Supplement dated March 29, 2001 under the column heading "Related Group."

   "Release Date": As defined in Section 3.08(c).

   "REMIC": A "real estate mortgage investment conduit" as defined in Section
860D of the Code.

   "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of: (i) the Mortgage
Loans as from time to time are subject to this Agreement and all payments
under and proceeds of such Mortgage Loans received or receivable after the
Cut-off Date (other than (a) Excess Interest and (b) payments of principal,
interest and other amounts due and payable on the Mortgage Loans on or before
the Cut-off Date), together with the rights under all documents delivered or
caused to be delivered under the Mortgage Loan Purchase Agreements with
respect to the Mortgage Loans by the Mortgage Loan Sellers; (ii) the
Certificateholders' Interest in any REO Properties acquired in respect of the
Mortgage Loans; (iii) the Certificateholders' Interest in such funds or
assets (other than Excess Interest) as from time to time are deposited in the
Distribution Account, the Certificate Account


                                       47
<PAGE>

and the REO Account (if established); and (iv) the rights of the Depositor under
Sections 2, 4(a) and 6 of each Mortgage Loan Purchase Agreement and the rights
of the Depositor under Sections 2 and 4 of each Supplemental Agreement assigned
by the Depositor to the Trustee.

   "REMIC I Regular Interest": With respect to each Mortgage Loan (and any
successor REO Loan), the separate non-certificated beneficial ownership
interest in REMIC I issued hereunder and designated as a "regular interest"
in REMIC I. Each REMIC I Regular Interest shall accrue interest at the
related REMIC I Remittance Rate and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance (which shall equal the
Cut-off Date Principal Balance of the related Mortgage Loan). The designation
for each REMIC I Regular Interest shall be the loan number for the initial
related Mortgage Loan set forth in the Mortgage Loan Schedule. If a
Replacement Mortgage Loan or Loans are substituted for any Deleted Mortgage
Loan, the REMIC I Regular Interest that related to the Deleted Mortgage Loan
shall thereafter relate to such Replacement Mortgage Loan(s).

   "REMIC I Remittance Rate": With respect to any REMIC I Regular Interest for
any Distribution Date, a rate per annum equal to the Net Mortgage Rate in effect
for the related Mortgage Loan or REO Loan, as the case may be. If any Mortgage
Loan included in the Trust Fund as of the Closing Date is replaced by a
Replacement Mortgage Loan or Loans, the REMIC I Remittance Rate for the related
REMIC I Regular Interest shall still be calculated in accordance with the
preceding sentence based on the Net Mortgage Rate for the Deleted Mortgage Loan.

   "REMIC II": The segregated pool of assets consisting of all of the REMIC I
Regular Interests, with respect to which a separate REMIC election is to be
made.

   "REMIC II Distribution Amount": As defined in Section 4.01(a).

   "REMIC II Regular Interest": Any of the seventeen (17) separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
designated as a "regular interest" in REMIC II and identified individually as
REMIC II Regular Interests LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF, LG, LH,
LJ, LK, LL, LM, LN, LO and LP. Each REMIC II Regular Interest shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC II Regular Interests are set forth in
the Preliminary Statement hereto.

   Each REMIC II Regular Interest corresponds to a Class of Principal Balance
Certificates and a Class X Component as follows; provided, that REMIC II
Regular Interests LA-2-1 and LA-2-2 shall both correspond to the Class A-2
Certificates:

                                       48
<PAGE>
    REMIC II              CLASS OF PRINCIPAL                 CLASS X
REGULAR INTEREST         BALANCE CERTIFICATES               COMPONENT
----------------         --------------------         --------------------------
   Class LA-1                   Class A-1        Class LA-1 Component(1)
   Class LA-2-1                 Class A-2        Class LA-2-1 Component(1)
   Class LA-2-2                 Class A-2        Class LA-2-2 Component(1)(2)
   Class LB                     Class B          Class LB Component(1)(2)
   Class LC                     Class C          Class LC Component(1)(2)
   Class LD                     Class D          Class LD Component(1)(2)
   Class LE                     Class E          Class LE Component(1)(2)
   Class LF                     Class F          Class LF Component(1)(2)
   Class LG                     Class G          Class LG Component(1)
   Class LH                     Class H          Class LH Component(1)
   Class LJ                     Class J          Class LJ Component(1)
   Class LK                     Class K          Class LK Component(1)
   Class LL                     Class L          Class LL Component(1)
   Class LM                     Class M          Class LM Component(1)
   Class LN                     Class N          Class LN Component(1)
   Class LO                     Class O          Class LO Component(1)
   Class LP                     Class P          Class LP Component(1)

------------

(1) Applicable to the Class X-1 Certificates.

(2) Applicable to the Class X-2 Certificates.

   "REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest, for any Distribution Date, the weighted average of the respective
REMIC I Remittance Rates for all REMIC I Regular Interests for such
Distribution Date (weighted on the basis of the respective Uncertificated
Principal Balances of the related REMIC I Regular Interests immediately prior
to such Distribution Date).

                                       49
<PAGE>

   "REMIC III": The segregated pool of assets consisting of all of the REMIC
II Regular Interests, with respect to which a separate REMIC election is to
be made.

   "REMIC III Certificate": Any Certificate, other than a Class R-I or Class
R-II Certificate.

   "REMIC III Regular Certificate": Any REMIC III Certificate, other than a
Class R-III Certificate.

   "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (and, to the extent
not inconsistent with such temporary and final regulations, proposed
regulations) and any published rulings, notices and announcements,
promulgated thereunder, as the foregoing may be in effect from time to time.

   "Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its
present form, does not include:

      (i) except as provided in Section 856(d)(4) or (6) of the Code, any amount
   received or accrued, directly or indirectly, with respect to such REO
   Property, if the determination of such amount depends in whole or in part on
   the income or profits derived by any Person from such property (unless such
   amount is a fixed percentage or percentages of receipts or sales and
   otherwise constitutes Rents from Real Property);

      (ii) any amount received or accrued, directly or indirectly, from any
   Person if the Trust Fund owns directly or indirectly (including by
   attribution) a ten percent or greater interest in such Person determined in
   accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;

      (iii) any amount received or accrued, directly or indirectly, with respect
   to such REO Property if any Person Directly Operates such REO Property;

      (iv) any amount charged for services that are not customarily furnished in
   connection with the rental of property to tenants in buildings of a similar
   class in the same geographic market as such REO Property within the meaning
   of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges
   are separately stated); and

      (v) rent attributable to personal property unless such personal property
   is leased under, or in connection with, the lease of such REO Property and,
   for any taxable year of the Trust Fund, such rent is no greater than 15
   percent of the total rent received or accrued under, or in connection with,
   the lease.

   "REO Account": A segregated account or accounts created and maintained by
the Special Servicer pursuant to Section 3.16(b) on behalf of the Trustee in
trust for the Certificateholders, which shall be entitled "GMAC Commercial
Mortgage Corporation, as


                                       50
<PAGE>

Special Servicer, in trust for registered holders of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-C1".

   "REO Acquisition": The acquisition of any REO Property pursuant to Section
3.09.

   "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18.

   "REO Extension": As defined in Section 3.16(a).

   "REO Loan": The Mortgage Loan deemed for purposes hereof to be outstanding
with respect to each REO Property. Each REO Loan shall be deemed to provide
for monthly payments of principal and/or interest equal to the applicable
Assumed Monthly Payment and otherwise to have the same terms and conditions
as its predecessor Mortgage Loan, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such
terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan as of the date of the related REO Acquisition.
All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments
and other amounts due and owing in respect of the predecessor Mortgage Loan
as of the date of the related REO Acquisition shall be deemed to continue to
be due and owing in respect of an REO Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, including, without limitation, any unreimbursed Advances,
together with any Advance Interest accrued and payable in respect of such
Advances, shall continue to be payable or reimbursable to the Master
Servicer, the Special Servicer or the Trustee, as the case may be, in respect
of an REO Loan.

   "REO Property": A Mortgaged Property acquired by the Special Servicer on
behalf and in the name of the Trustee for the benefit of the
Certificateholders through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

   "REO Revenues": All income, rents and profits derived from the ownership,
operation or leasing of any REO Property.

   "REO Status Report": A report or reports substantially in the form of
Exhibit H attached hereto setting forth, among other things, with respect to
each REO Property that was included in the Trust Fund as of the close of
business on the immediately preceding Determination Date, (i) the Acquisition
Date of such REO Property, (ii) the amount of income collected with respect
to such REO Property (net of related expenses) and other amounts, if any,
received on such REO Property during the Collection Period ending on such
Determination Date and (iii) the value of the REO Property based on the most
recent Appraisal or other valuation thereof available to the Master Servicer
as of such date of determination (including any valuation prepared internally
by the Special Servicer).

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<PAGE>

   "REO Tax": As defined in Section 3.17(a)(i).

   "Replacement Mortgage Loan": Any Qualifying Substitute Mortgage Loan that
is substituted for one or more Deleted Mortgage Loans.

   "Request for Release": A release signed by a Servicing Officer, in the
form of Exhibit D attached hereto.

   "Required Appraisal Loan": As defined in Section 3.19(d).

   "Reserve Account": The account or accounts created and maintained pursuant
to Section 3.03(d).

   "Reserve Funds": With respect to any Mortgage Loan, any cash amounts or
instruments convertible into cash delivered by the related Mortgagor to be
held in escrow by or on behalf of the mortgagee representing reserves for
items such as repairs, replacements, capital improvements and/or
environmental testing and remediation with respect to the related Mortgaged
Property.

   "Residual Certificate": Any Class R-I, Class R-II or Class R-III
Certificate.

   "Responsible Officer": When used with respect to the initial Trustee, any
officer of its Asset-Backed Securities Trust Services Group with direct
responsibility for the transaction contemplated by this Agreement and with
respect to any successor Trustee, any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust
officer or assistant trust officer, or any assistant controller in its
corporate trust department or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the Trustee
because of such officer's knowledge of and familiarity with the particular
subject.

   "Revised Rate": With respect to each ARD Loan, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for such
ARD Loan, as calculated and as set forth in the related Mortgage Note or
Mortgage.

   "Securities Act": The Securities Act of 1933, as amended.

   "Security Agreement": With respect to any Mortgage Loan, any security
agreement or equivalent instrument, whether contained in the related Mortgage
or executed separately, creating in favor of the holder of such Mortgage a
security interest in the personal property constituting security for
repayment of such Mortgage Loan.

   "Senior Certificate": Any Class X, Class A-1 or Class A-2 Certificate.

   "Servicer Reports": The Delinquent Loan Status Report, the Historical Loan
Modification Report, the Historical Loss Report, the REO Status Report, the
Servicer Watch List, the NOI Adjustment Worksheet, the Comparative Financial
Status Report and the Operating Statement Analysis.

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<PAGE>

   "Servicer Watch List": A report or reports setting forth, among other things,
certain Mortgage Loans (i) that have experienced a decrease of at least 10% in
debt service coverage from the previous reporting period (unless the Master
Servicer shall have reasonably determined that such decrease is due to the
seasonal nature or use of the related Mortgaged Property), (ii) that have
experienced a loss of or bankruptcy of the largest tenant (to the extent the
Servicer has actual knowledge of such loss or bankruptcy), (iii) that are within
six months of maturity, (iv) that are Specified Debt Service Reserve Loans which
have had their Monthly Payment paid out of a debt service reserve for two
consecutive Due Dates, (v) that are Specified Letter of Credit Loans or
Specified Debt Service Reserve Loans as to which the conditions for release of
the related letter of credit or debt service reserve, as the case may be, have
been satisfied, provided that such Specified Letter of Credit Loans and
Specified Debt Service Reserve Loans shall be included on the Servicer Watch
List for the month of such release and, at a minimum, the two months following
such release, (vi) for which any lease relating to the largest tenant of the
related Mortgaged Property has expired, been terminated or is in default (to the
extent the Master Servicer has actual knowledge of such expiration, termination
or default), or (vii) where there has been a decrease in the occupancy of the
related Mortgaged Property of 10% or more from the original underwritten
occupancy level, (unless the Master Servicer shall have reasonably determined
that such decrease is due to the seasonal nature or use of the related Mortgaged
Property).

   "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).

   "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Master Servicer, the Special Servicer
or, if applicable, the Trustee in connection with the servicing and
administering of (a) a Mortgage Loan in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a
default is imminent or (b) an REO Property, including, but not limited to,
the cost of (i) compliance with the obligations of the Master Servicer and/or
the Special Servicer set forth in Section 3.03(c) and 3.09(c), (ii) the
preservation, restoration and protection of a Mortgaged Property, (iii)
obtaining any Insurance Proceeds or any Liquidation Proceeds in respect of
any Mortgage Loan or REO Property, (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, management, maintenance and liquidation of any REO
Property. All Emergency Advances made by the Special Servicer hereunder shall
be considered "Servicing Advances" for the purposes hereof.

   "Servicing Fee Rate": With respect to any Mortgage Loan (including any REO
Loan), the percentage rate per annum set forth with respect to such Mortgage
Loan (including any REO Loan) on the Mortgage Loan Schedule.

   "Servicing Fees": With respect to any Distribution Date and each Mortgage
Loan and REO Loan, the fee payable to the Master Servicer pursuant to Section
3.11(a).

   "Servicing File": Any documents (other than documents required to be part
of the related Mortgage File), in the possession of the Master Servicer or
the Special Servicer and relating to the origination and servicing of any
Mortgage Loan.

                                       53
<PAGE>

   "Servicing Officer": Any officer of the Master Servicer or the Special
Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans, whose name and specimen signature appear on a list of
servicing officers furnished by the Master Servicer or the Special Servicer
to the Trustee and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.

   "Servicing Standard": As defined in Section 3.01(a).

   "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (1) through (8) of the
definition of "Specially Serviced Mortgage Loan".

   "Special Servicer": GMACCM, or any successor special servicer appointed as
herein provided.

   "Special Servicing Fee": With respect to each Specially Serviced Mortgage
Loan and REO Loan, the fee designated as such and payable to the Special
Servicer pursuant to Section 3.11(c).

   "Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and REO Loan, 0.250% per annum.

   "Specially Serviced Mortgage Loan": Any Mortgage Loan (and each related
Cross-Collateralized Mortgage Loan) as to which any of the following events
has occurred:

   (1) the related Mortgagor has failed to make when due any Balloon Payment,
   which failure has continued unremedied for 30 days or, if the Master Servicer
   has received evidence that the related Mortgagor has obtained a firm
   commitment to refinance, which has continued unremedied for more than 60
   days; or

   (2) the related Mortgagor has failed to make when due any Monthly Payment
   (other than a Balloon Payment) or any other payment required under the
   related Mortgage Note or the related Mortgage, which failure continues
   unremedied for 60 days; or

   (3) the Master Servicer has determined in its good faith and reasonable
   judgment, that a default in the making of a Monthly Payment or any other
   payment required under the related Mortgage Note or the related Mortgage is
   likely to occur within 30 days and is likely to remain unremedied for at
   least 60 days or, in the case of a Balloon Payment, for at least 30 days; or

   (4) there shall have occurred a default, other than as described in clause
   (1) or (2) above, that materially impairs the value of the related Mortgaged
   Property as security for the Mortgage Loan or otherwise materially and
   adversely affects the interests of Certificateholders, which default has
   continued unremedied for the applicable grace period under the terms of the
   Mortgage Loan (or, if no grace period is specified, 60 days); or

                                       54
<PAGE>

   (5) a decree or order of a court or agency or supervisory authority having
   jurisdiction in the premises in an involuntary case under any present or
   future federal or state bankruptcy, insolvency or similar law or the
   appointment of a conservator or receiver or liquidator in any insolvency,
   readjustment of debt, marshalling of assets and liabilities or similar
   proceedings, or for the winding-up or liquidation of its affairs, shall have
   been entered against the related Mortgagor and such decree or order shall
   have remained in force undischarged or unstayed for a period of 60 days; or

   (6) the related Mortgagor shall have consented to the appointment of a
   conservator or receiver or liquidator in any insolvency, readjustment of
   debt, marshalling of assets and liabilities or similar proceedings of or
   relating to such Mortgagor or of or relating to all or substantially all of
   its property; or

   (7) the related Mortgagor shall have admitted in writing its inability to pay
   its debts generally as they become due, filed a petition to take advantage of
   any applicable insolvency or reorganization statute, made an assignment for
   the benefit of its creditors, or voluntarily suspended payment of its
   obligations; or

   (8) the Master Servicer shall have received notice of the commencement of
   foreclosure or similar proceedings with respect to the related Mortgaged
   Property;

provided that a Mortgage Loan will cease to be a Specially Serviced Mortgage
Loan, when a Liquidation Event has occurred in respect of such Mortgage Loan,
when the related Mortgaged Property or Properties become REO Property or
Properties, or at such time as such of the following as are applicable occur
with respect to the circumstances identified above that caused the Mortgage Loan
to be characterized as a Specially Serviced Mortgage Loan (and provided that no
other Servicing Transfer Event then exists with respect to the particular
Mortgage Loan or any related Cross-Collateralized Mortgage Loan):

      (w) with respect to the circumstances described in clauses (1) and (2)
   above, the related Mortgagor has made the applicable Balloon Payment or three
   consecutive full and timely Monthly Payments under the terms of such Mortgage
   Loan (as such terms may be changed or modified in connection with a
   bankruptcy or similar proceeding involving the related Mortgagor or by reason
   of a modification, waiver or amendment granted or agreed to by the Special
   Servicer pursuant to Section 3.20);

      (x) with respect to the circumstances described in clauses (3), (5), (6)
   and (7) above, such circumstances cease to exist in the good faith and
   reasonable judgment of the Special Servicer;

      (y) with respect to the circumstances described in clause (4) above, such
   default is cured; and

      (z) with respect to the circumstances described in clause (8) above, such
   proceedings are terminated.

   "Specified Debt Service Reserve Loans": The Mortgage Loans identified on
Schedule V.

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<PAGE>

   "Specified Earnout Reserve Loans": The Mortgage Loans identified on
Schedule VII.

   "Specified Letter of Credit Loans": The Mortgage Loans identified on
Schedule VI.

   "Standard & Poor's": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "Standard & Poor's"
shall be deemed to refer to such other nationally recognized statistical
rating agency or other comparable Person designated by the Depositor. Notice
of which designation shall be given to the Trustee, the Master Servicer and
the Special Servicer and specific ratings of Standard & Poor's herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

   "Startup Day": With respect to each of REMIC I, REMIC II and REMIC III,
the day designated as such in Section 10.01(b).

   "Stated Maturity Date": With respect to any Mortgage Loan, the Due Date on
which the last payment of principal is due and payable under the terms of the
related Mortgage Note as in effect on the Closing Date, without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver
or amendment of such Mortgage Loan granted or agreed to by the Master
Servicer or Special Servicer pursuant to Section 3.20 or, in the case of any
ARD Loan, the Anticipated Repayment Date for such Mortgage Loan.

   "Stated Principal Balance": With respect to any Mortgage Loan (and any
related REO Loan), the Cut-off Date Principal Balance of such Mortgage Loan
(or in the case of a Replacement Mortgage Loan, as of the related date of
substitution), as reduced on each Distribution Date (to not less than zero)
by (i) all payments (or Delinquency Advances in lieu thereof) of, and all
other collections allocated as provided in Section 1.02 to, principal of or
with respect to such Mortgage Loan (or related REO Loan) that are (or, if
they had not been applied to cover any Additional Trust Fund Expense, would
have been) distributed to Certificateholders on such Distribution Date, and
(ii) the principal portion of any Realized Loss incurred in respect of such
Mortgage Loan (or related REO Loan) during the related Collection Period.
Notwithstanding the foregoing, if a Liquidation Event occurs in respect of
any Mortgage Loan or REO Property, then the "Stated Principal Balance" of
such Mortgage Loan or of the related REO Loan, as the case may be, shall be
zero commencing as of the Distribution Date in the Collection Period next
following the Collection Period in which such Liquidation Event occurred.

   "Strip Holder": Byars & Company or any heir, successor or assign with
respect to the Broker Strip Amounts for loan numbers 09-0001444 and
09-0001448, Capital Advisors or any heir, successor or assign with respect to
the Broker Strip Amounts for loan number 09-0001445 and Holiday Fenoglio or
any heir, successor or assign with respect to the Broker Strip Amounts for
loan number 09-0001462; provided, however, that if the agreement which
entitles the Strip Holder to receive the applicable Broker Strip is
terminated in either case, the applicable Strip Holder shall thereafter be
the party designated as such in writing by Goldman Sachs Mortgage Company to
the Master Servicer.

                                       56
<PAGE>

   "Subordinated Certificate": Any Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P or Residual Certificate.

   "Sub-Servicer": Any Person with which the Master Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.

   "Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer and any Sub-Servicer relating to servicing
and administration of Mortgage Loans as provided in Section 3.22.

   "Substitution Shortfall Amount": In connection with the substitution of
one or more Replacement Mortgage Loans for one or more Deleted Mortgage
Loans, the amount, if any, by which the Purchase Price or aggregate Purchase
Price, as the case may be, for such Deleted Mortgage Loan(s) exceeds the
initial Stated Principal Balance or aggregate Stated Principal Balance, as
the case may be, of such Replacement Mortgage Loan(s).

   "Supplemental Agreement": Each of (i) the Supplemental Agreement dated as
of March 29, 2001 between GMACCM and Goldman Sachs Mortgage Company and (ii)
the Supplemental Agreement dated as of March 29, 2001 between GMACCM and
German American Capital Corporation, in each case, as amended, restated or
otherwise supplemented from time to time.

   "Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be
filed on behalf of each of REMIC I, REMIC II and REMIC III due to its
classification as a REMIC under the REMIC Provisions, and the federal income
tax return to be filed on behalf of the Grantor Trust due to its
classification as a grantor trust under the Grantor Trust Provisions,
together with any and all other information, reports or returns that may be
required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, or Applicable State Law.

   "Tenant": With respect to each Credit Lease Loan, the lessee thereunder.

   "Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.

   "Transfer Affidavit and Agreement": As defined in Section 5.02(d)(i)(B).

   "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

   "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

                                       57
<PAGE>

   "Trust Fund": Collectively, the Excess Interest and all of the assets of
REMIC I, REMIC II and REMIC III.

   "Trustee": Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee
under this Agreement, its successor in interest, or any successor trustee
appointed as herein provided.

   "Trustee Fee": With respect to any Distribution Date and each Mortgage
Loan and REO Loan, an amount equal to one-twelfth of the product of the
Trustee Fee Rate and the aggregate Stated Principal Balance of each Mortgage
Loan or REO Loan immediately following the prior Distribution Date.

   "Trustee Fee Rate": 0.0026%. The Trustee Fee Rate is included in the
Servicing Fee Rate set forth for each Mortgage Loan on the Mortgage Loan
Schedule.

   "UCC": The Uniform Commercial Code of any applicable jurisdiction.

   "UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana, the comparable provisions of
Louisiana law.

   "Uncertificated Accrued Interest": With respect to any REMIC I Regular
Interest, for any Distribution Date, one month's interest (calculated on the
basis of a 360 day year consisting of twelve 30-day months) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Principal Balance of such REMIC
I Regular Interest outstanding immediately prior to such Distribution Date. With
respect to any REMIC II Regular Interest, for any Distribution Date, one month's
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) at the REMIC II Remittance Rate applicable to such REMIC II Regular
Interest for such Distribution Date, accrued on the Uncertificated Principal
Balance of such REMIC II Regular Interest outstanding immediately prior to such
Distribution Date. The Uncertificated Accrued Interest in respect of any REMIC I
Regular Interest or REMIC II Regular Interest for any Distribution Date shall be
deemed to accrue during the applicable Interest Accrual Period.

   "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest for any Distribution Date, the Uncertificated Accrued
Interest in respect of such REMIC I Regular Interest for such Distribution
Date, reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date, multiplied by (ii)
a fraction, expressed as a percentage, the numerator of which is the
Uncertificated Accrued Interest in respect of such REMIC I Regular Interest
for such Distribution Date, and the denominator of which is the aggregate
Uncertificated Accrued Interest in respect of all the REMIC I Regular
Interests for such Distribution Date. With respect to any REMIC II Regular
Interest for any Distribution Date, an amount equal to: (a) the
Uncertificated Accrued Interest in respect of such REMIC II Regular Interest
for such Distribution Date; reduced (to not less than zero) by (b) the
portion, if any, of the Net Aggregate Prepayment Interest Shortfall, if any,
for such Distribution Date allocated to such REMIC II Regular Interest which
shall be allocated in the same manner as such Net Aggregate Prepayment
Interest Shortfall is allocated amongst the corresponding REMIC III Regular
Certificates.

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<PAGE>

   "Uncertificated Principal Balance": The principal amount of any REMIC I
Regular Interest or REMIC II Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal
Balance of the related Mortgage Loan. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall be
reduced by all distributions of principal deemed to have been made thereon on
such Distribution Date pursuant to Section 4.01(a) and, if and to the extent
appropriate, shall be further reduced on such Distribution Date as provided
in Section 4.04(a). As of the Closing Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall equal the amount set forth in
the Preliminary Statement hereto as its initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of
each such REMIC II Regular Interest shall be reduced by all distributions of
principal deemed to have been made thereon on such Distribution Date pursuant
to Section 4.01(b) and, if and to the extent appropriate, shall be further
reduced on such Distribution Date as provided in Section 4.04(b).

   "Underwriter": Each of Goldman, Sachs & Co. and Deutsche Banc Alex. Brown
Inc.

   "Uninsured Cause": Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be
maintained pursuant to Section 3.07.

   "United States Person": A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or
under the laws of the United States, any State thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the
extent provided in applicable Treasury regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

   "USPAP": The Uniform Standards of Professional Appraisal Practices.

   "Voting Rights": The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. At all times during the term of this
Agreement, 98% of the Voting Rights shall be allocated among the Holders of the
various outstanding Classes of Principal Balance Certificates in proportion to
the respective Class Principal Balances of their Certificates, 1% of the Voting
Rights shall be allocated among the Holders of the Class X-1 and Class X-2
Certificates in proportion to the respective Class Notional Amounts of such
Certificatesand the remaining Voting Rights shall be allocated equally among the
Holders of the respective Classes of the Residual Certificates. Voting Rights
allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates. Appraisal Reduction Amounts will be allocated in
reduction of the respective Class Principal Balances of the Class P, Class O,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C, Class B and Class A Certificates


                                       59
<PAGE>

(pro rata between the Class A-1 and Class A-2 Certificates), in that order, for
purposes of calculating Voting Rights in the same manner as Realized Losses and
Additional Trust Fund Expenses are allocated in accordance with Section 4.04.

   "Weighted Average Net Mortgage Rate": With respect to any Distribution
Date, the REMIC II Remittance Rate for each REMIC II Regular Interest for
such Determination Date.

   "Withheld Amount": With respect to (a) each Interest Reserve Loan and (b)
each Distribution Date occurring in (i) January of each calendar year that is
not a leap year and (ii) February of each calendar year, an amount equal to
one day's interest at the related Mortgage Rate (less any Servicing Fee
payable therefrom) on the respective Stated Principal Balance as of the Due
Date in the month in which such Distribution Date occurs, to the extent that
a Monthly Payment or Delinquency Advance is made in respect thereof.

   "Workout": Any written modification, waiver, amendment, restructuring or
workout of a Specially Serviced Mortgage Loan or a related Mortgage Note
entered into with a Mortgagor in accordance with Section 3.09 hereof.

   "Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the third
paragraph of Section 3.11(c).

   "Workout Fee Rate": With respect to each Corrected Mortgage Loan as to
which a Workout Fee is payable, 1.00%.

   SECTION 1.02 CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL.

   (a) All amounts collected in respect of any group of related Cross-
Collateralized Mortgage Loans in the form of payments from Mortgagors, Insurance
Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among
such Mortgage Loans in accordance with the express provisions of the related
loan documents and, in the absence of such express provisions, on a pro rata
basis in accordance with the respective amounts then "due and owing" as to each
such Mortgage Loan. All amounts collected in respect of any Mortgage Loan
(whether or not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) in
the form of payments from Mortgagors, Liquidation Proceeds or Insurance Proceeds
shall be applied to amounts due and owing under the related Mortgage Note and
Mortgage (including, without limitation, for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Note
and Mortgage and, in the absence of such express provisions, shall be applied
for purposes of this Agreement: first, as a recovery of any related unreimbursed
Servicing Advances and, if applicable, unpaid Liquidation Expenses; second, as a
recovery of accrued and unpaid interest at the related Mortgage Rate on such
Mortgage Loan to but not including, as appropriate, the date of receipt or, in
the case of a full Monthly Payment from any Mortgagor, the related Due Date;
third, as a recovery of principal of such Mortgage Loan then due and owing,
including, without limitation, by reason of acceleration of the Mortgage Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Mortgage Loan, as a recovery of principal to the extent of its
entire remaining unpaid


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<PAGE>

principal balance); fourth, as a recovery of amounts to be currently applied to
the payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items;
fifth, as a recovery of Reserve Funds to the extent then required to be held in
escrow; sixth, as a recovery of any Prepayment Premium then due and owing under
such Mortgage Loan; seventh, as a recovery of any Penalty Charges then due and
owing under such Mortgage Loan; eighth, as a recovery of any other amounts
(other than Excess Interest) then due and owing under such Mortgage Loan; ninth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of
its entire remaining unpaid principal balance; and tenth, if such Mortgage Loan
is an ARD Loan, as a recovery of any Excess Interest then due and owing on such
Mortgage Loan.

   (b) Collections in respect of each REO Property (exclusive of amounts to be
applied to the payment of the costs of operating, managing, maintaining and
disposing of such REO Property) shall be treated: first, as a recovery of any
related unreimbursed Servicing Advances; second, as a recovery of accrued and
unpaid interest on the related REO Loan at the related Mortgage Rate to but not
including the Due Date in the month of receipt; third, as a recovery of
principal of the related REO Loan to the extent of its entire unpaid principal
balance; and fourth, as a recovery of any other amounts deemed to be due and
owing in respect of the related REO Loan.

    (c) The applications of amounts received in respect of any Mortgage Loan
    or REO Property pursuant to paragraphs (a) and (b) of this Section 1.02
    shall be determined by the Master Servicer in its good faith judgment.

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<PAGE>

                                   ARTICLE II

               CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                                  CERTIFICATES

   SECTION 2.01 ESTABLISHMENT OF TRUST; CONVEYANCE OF MORTGAGE LOANS.

   (a) The Depositor, concurrently with the execution and delivery hereof, does
hereby establish a trust, appoint the Trustee to serve as trustee of such trust
and assign to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to and under
(i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections
2, 4(a), 6 and 13 of each Mortgage Loan Purchase Agreement and Sections 2, 4 and
6 of each Supplemental Agreement and (iii) all other assets included or to be
included in REMIC I. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans (other than
payments of principal and interest due and payable on the Mortgage Loans on or
before the Cut-off Date). The transfer of the Mortgage Loans and the related
rights and property accomplished hereby is absolute and, notwithstanding Section
11.07, is intended by the parties to constitute a sale.

   (b) In connection with the Depositor's assignment pursuant to subsection (a)
above, the Depositor shall direct, and hereby represents and warrants that it
has directed, each Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or the Custodian (with a copy to the Master
Servicer), on or before the Closing Date, the Mortgage File for each of such
Mortgage Loan Seller's Mortgage Loans so assigned. If the related Mortgage Loan
Seller cannot deliver, or cause to be delivered as to any Mortgage Loan, the
original Mortgage Note, the Mortgage Loan Seller shall deliver a copy or
duplicate original of such Mortgage Note, together with an affidavit certifying
that the original thereof has been lost or destroyed. If the related Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in clauses (2), (4), (11)
and (12) of the definition of "Mortgage File", with evidence of recording or
filing, as the case may be, thereon, because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, or because such original recorded document has been
lost or returned from the recording or filing office and subsequently lost, as
the case may be, the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to
such missing document or instrument, and such missing document or instrument
shall be deemed to have been included in the Mortgage File, provided that a
photocopy of such missing document or instrument (certified by the related
Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for recording or filing, as the case may be) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date and
either the original of such missing document or instrument, or a copy thereof,
with evidence of recording or filing, as the case may be, thereon, is delivered
to or at the direction of the Trustee within 180 days of the Closing Date


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<PAGE>

(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the related
Mortgage Loan Seller has provided the Trustee with evidence of such recording or
filing, as the case may be, or has certified to the Trustee as to the occurrence
of such recording or filing, as the case may be, and is, as certified to the
Trustee no less often than quarterly, in good faith attempting to obtain from
the appropriate county recorder's or filing office such original or copy). Upon
request, the Trustee shall provide a copy of any such certification, promptly
after receipt thereof, to any Certificate Owner holding a Certificate in the
Controlling Class that has provided a certification to the Trustee in the form
attached hereto as Exhibit K. If the related Mortgage Loan Seller cannot
deliver, or cause to be delivered, as to any Mortgage Loan, the original or a
copy of the related lender's title insurance policy referred to in clause (9) of
the definition of "Mortgage File" solely because such policy has not yet been
issued, the delivery requirements of this Section 2.01(b) shall be deemed to be
satisfied as to such missing item, and such missing item shall be deemed to have
been included in the related Mortgage File, provided that the related Mortgage
Loan Seller shall have delivered to the Trustee or a Custodian appointed
thereby, on or before the Closing Date, a commitment for title insurance
"marked-up" at the closing of such Mortgage Loan, and the related Mortgage Loan
Seller shall deliver to the Trustee or such Custodian, promptly following the
receipt thereof, the original related lender's title insurance policy (or a copy
thereof). In addition, notwithstanding anything to the contrary contained
herein, if there exists with respect to any group of related
Cross-Collateralized Mortgage Loans only one original of any document referred
to in the definition of "Mortgage File" covering all the Mortgage Loans in such
group, then the inclusion of the original of such document in the Mortgage File
for any of the Mortgage Loans in such group shall be deemed an inclusion of such
original in the Mortgage File for each such Mortgage Loan. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by the Mortgage
Loan Seller or the Depositor to comply with the delivery requirements of the
Mortgage Loan Purchase Agreement and this Section 2.01(b).

   If any of the endorsements referred to in clause (1) of the definition of
"Mortgage File", or any of the assignments referred to in clauses (3), (5)
and (7) of the definition of "Mortgage File", are delivered to the Trustee in
blank, the Trustee shall be responsible for promptly (and in any event within
45 days of the Closing Date) completing the related endorsement or assignment
in the name of the Trustee (in such capacity) and in any event prior to
releasing possession thereof.

   (c) Except under the circumstances provided for in the last sentence of this
subsection (c), the Trustee shall, as to each Mortgage Loan, at the expense of
the related Mortgage Loan Seller, promptly (and in any event within 60 days of
the Closing Date) cause to be submitted for recording or filing, as the case may
be, in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each assignment referred to in clauses (3) and (5)
of the definition of "Mortgage File" and each UCC-2 and UCC-3 referred to in
clause (11)(B) of the definition of "Mortgage File"; provided, however, that
each Mortgage Loan Seller shall have the right to direct the Trustee, in
writing, to cause the aforementioned recording and filing requirements to be
completed (within the specified time period) by a Person other than the Trustee,
in which case the Trustee shall (i) promptly deliver the referenced documents to
such Person for recording and filing and (ii) notify the related Mortgage Loan
Seller with respect to each Mortgage Loan for which the related assignment or
file copy of any


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<PAGE>

UCC-2 and UCC-3 has not been received within the time period specified in
Section 2.02(b). Each such assignment shall reflect that it should be returned
by the public recording office to the Trustee or its designee following
recording, and each such UCC-2 and UCC-3 shall reflect that the file copy
thereof should be returned to the Trustee or its designee following filing.
Promptly following receipt, the Trustee shall, at the expense of the respective
Mortgage Loan Seller, deliver a copy of any such document or instrument to the
Master Servicer. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Trustee shall direct the related Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement promptly to prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and thereafter the
Trustee shall upon receipt thereof cause the same to be duly recorded or filed,
as appropriate.

   (d) All documents and records in the Depositor's or any Mortgage Loan
Seller's possession relating to the Mortgage Loans that are not required to be a
part of a Mortgage File in accordance with the definition thereof shall be
delivered to the Master Servicer on or before the Closing Date and shall be held
by the Master Servicer (or a Sub-Servicer retained thereby) on behalf of the
Trustee in trust for the benefit of the Certificateholders. If the Sub-Servicer
shall hold any original documents and records delivered to it pursuant to this
clause (d) then the Sub-Servicer shall deliver copies thereof to the Master
Servicer.

   (e) In connection with the Depositor's assignment pursuant to subsection (a)
above, the Depositor shall deliver, and hereby represents and warrants that it
has delivered, to the Trustee and the Master Servicer, on or before the Closing
Date, a fully executed original counterpart of each Mortgage Loan Purchase
Agreement and each Supplemental Agreement, as in full force and effect, without
amendment or modification, on the Closing Date.

   SECTION 2.02 ACCEPTANCE BY TRUSTEE.

   (a) The Trustee, by the execution and delivery of this Agreement, hereby
certifies receipt by it or a Custodian on its behalf, subject to the provisions
of Section 2.01 and the further review provided for in this Section 2.02, and
further subject to any exceptions noted on any exception report prepared by the
Trustee or such Custodian and attached hereto as Schedule II, of the documents
specified in clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage
File" of a fully executed original counterpart of each Mortgage Loan Purchase
Agreement and of all other assets included in REMIC I and delivered to it, in
good faith and without notice of any adverse claim, and declares that it or a
Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in REMIC I, in trust for the exclusive use and benefit of all
present and future Certificateholders. In connection with the foregoing, the
Trustee hereby certifies, subject to any exceptions noted on any exception
report prepared by the Trustee or the Custodian and attached hereto as Schedule
II, as to each Mortgage Note, that it (A) appears regular on its face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan.

   (b) Within 60 days of the Closing Date, the Trustee or a Custodian on its
behalf shall review each of the Mortgage Loan documents delivered or caused to
be delivered by the


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<PAGE>

Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following
such review, the Trustee shall certify in writing in the form attached hereto as
Schedule III to each of the Depositor, the Master Servicer, the Special
Servicer, each Certificateholder in the Controlling Class, each Mortgage Loan
Seller and, upon request, any Certificateholder that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in any exception report annexed
thereto as not being covered by such certification), (i) all documents specified
in clauses (1) through (5), (9), (11) and (12) (in the case of clause (11),
without regard to whether such UCC financing statements were in the possession
of the Mortgage Loan Seller (or its agent)) of the definition of "Mortgage File"
are in its possession or the related Mortgage Loan Seller has otherwise
satisfied the delivery requirements in accordance with Section 2.01(b) and (ii)
all documents delivered or caused to be delivered by the related Mortgage Loan
Seller constituting the related Mortgage File have been reviewed by it or by a
Custodian on its behalf and (A) appear regular on their face and relate to such
Mortgage Loan, (B) appear to have been executed (where appropriate) and (C)
purport to relate to such Mortgage Loan. If the Trustee's certification pursuant
to the preceding sentence includes an exception report, or if such certification
indicates that any recording or filing required by Section 2.01(c) has not been
completed with respect to a Mortgage Loan, the Trustee or a Custodian on its
behalf shall continuously update such exception report to reflect receipt of any
additional documents or instruments or evidence of recording or filing of such
additional documents or instruments with respect to such Mortgage Loan, until
the earliest of (i) the date on which such exceptions are eliminated and any
such recording or filing has been completed, (ii) the date on which the affected
Mortgage Loan has been removed from the Trust Fund, and (iii) the date which is
two years after the Closing Date, and shall provide such updated exception
report (beginning 150 days after the Closing Date and continuing every 90 days
thereafter until the date which is two years after the Closing Date) to each of
the Depositor, the Master Servicer, the Special Servicer, the Majority
Certificateholder of the Controlling Class and, upon request, any
Certificateholder. At any time after the date which is two years after the
Closing Date, the Depositor, the Master Servicer, the Special Servicer and any
Certificateholder may receive, upon request, an updated exception report (which
may be in electronic format).

   (c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall certify in
writing in the form attached hereto as Schedule III to each of the Depositor,
the Master Servicer, the Special Servicer, the Majority Certificateholder of the
Controlling Class and each Mortgage Loan Seller that, as to each Mortgage Loan
listed on the Mortgage Loan Schedule (other than any Mortgage Loan as to which a
Liquidation Event has occurred) and except as specifically identified in any
exception report annexed to such certification, (i) all documents specified in
clauses (1) through (5), (9), (11) and (12) (in the case of clause (11), without
regard to whether such UCC financing statements were in the possession of the
Mortgage Loan Seller (or its agent)) of the definition of "Mortgage File" are in
its possession or the related Mortgage Loan Seller has otherwise satisfied the
delivery requirements in accordance with Section 2.01(b), (ii) it or a Custodian
on its behalf has received either a recorded original of each of the assignments
specified in clauses (3) and, insofar as an unrecorded original thereof had been
delivered or caused to be delivered by the related Mortgage Loan Seller, (5) of
the definition of "Mortgage File" or a copy of such recorded original certified
by the applicable public recording office to be true and complete and (iii) all
Mortgage Loan documents received by it or any Custodian have been reviewed by it
or by such


                                       65
<PAGE>

Custodian on its behalf and (A) appear regular on their face and relate to such
Mortgage Loan, (B) appear to have been executed (where appropriate) and (C)
purport to relate to such Mortgage Loan.

   (d) It is acknowledged that neither the Trustee nor any Custodian is under
any duty or obligation (i) to determine whether any of the documents specified
in clauses (6), (7), (8), (10), (13), (14), (15), (16) and (17) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, any Mortgage Loan Seller or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, in recordable form or appropriate for the represented
purpose or that they are other than what they purport to be on their face.

   (e) If, in the process of reviewing the Mortgage Files or at any time
thereafter, the Trustee or any Custodian finds (or, if at any time, any other
party hereto finds) any document or documents constituting a part of a Mortgage
File to have not been properly executed or, subject to Section 2.01(b), to have
not been delivered, to contain information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule, or to be defective on its face (each, a "Defect" in the related
Mortgage File) the Trustee (or such other party) shall promptly so notify each
of the other parties hereto and the related Mortgage Loan Seller. If and when
notified of any error in the Mortgage Loan Schedule, the Depositor shall
promptly correct such error and distribute a new, corrected Mortgage Loan
Schedule to each of the other parties hereto, and upon receipt by the Trustee of
such a corrected Mortgage Loan Schedule so identified, such new, corrected
Mortgage Loan Schedule shall be deemed to amend and replace the existing
Mortgage Loan Schedule for all purposes.

   SECTION 2.03 MORTGAGE LOAN SELLERS' REPURCHASE OF MORTGAGE LOANS FOR
DEFECTS IN MORTGAGE FILES AND BREACHES OF REPRESENTATIONS AND WARRANTIES.

   (a) If the Trustee discovers or receives notice of a Defect in any Mortgage
File or a breach of any representation or warranty set forth in or made pursuant
to Section 4(a) of each Mortgage Loan Purchase Agreement or Section 2(a) of each
Supplemental Agreement (a "Breach"), which Defect or Breach, as the case may be,
materially and adversely affects the value of any Mortgage Loan or the interests
of the Certificateholders therein, or if the Trustee discovers or receives
notice of any event that would give rise to the repurchase of a Mortgage Loan
pursuant to Section 6(b) of any Mortgage Loan Purchase Agreement or Section 4(b)
of each Supplemental Agreement, the Trustee shall give prompt written notice of
such Defect, Breach or event, as the case may be, to the Depositor, the Master
Servicer, the Special Servicer and the Rating Agencies and the related Mortgage
Loan Seller (and GMACCM, in the case of such a Defect, Breach or event under a
Supplemental Agreement) and shall request that the related Mortgage Loan Seller
(or GMACCM, in the case of such a Defect, Breach or event


                                       66
<PAGE>

under each Supplemental Agreement), within the time period provided for in the
related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, cure such Defect, Breach or event, as the case may be, in all
material respects or repurchase the affected Mortgage Loan at the applicable
Purchase Price in conformity with the related Mortgage Loan Purchase Agreement
or Supplemental Agreement, as applicable; provided, however, that in lieu of
effecting any such repurchase, a Mortgage Loan Seller (or GMACCM, in the case of
such a Defect, Breach or event under each Supplemental Agreement) will be
permitted to deliver a Qualifying Substitute Mortgage Loan until the second
anniversary of the Closing Date and to pay a cash amount equal to the applicable
Substitution Shortfall Amount, subject to the terms and conditions of the
related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, and this Agreement; provided, further, that if such Defect or Breach
would cause the Mortgage Loan to be other than a "qualified mortgage" under
Section 860G(a)(3) of the Code, such Defect or Breach shall be cured or the
related Mortgage Loan shall be repurchased or replaced with a Qualifying
Substitute Mortgage Loan within 60 days of discovery. In the case of any Breach,
Defect or event with respect to a Cross-Collateralized Mortgage Loan that
requires repurchase of such Mortgage Loan, the Cross-Collateralized Mortgage
Loan must be repurchased in its entirety. Notwithstanding the foregoing, the
applicable Mortgage Loan Seller will not be required to repurchase all of the
related Cross-Collateralized Mortgage Loans if, (i) after giving effect to the
repurchase only of the Mortgage Loans materially and adversely affected by such
Breach or Defect, both (A) the Debt Service Coverage Ratio for the four
preceding calendar quarters for all of the Mortgaged Properties then remaining
subject to the related Mortgage is not less than 0.10x below the Debt Service
Coverage Ratio set forth in the Prospectus with respect to such
Cross-Collateralized Mortgage Loan and the related Cross-Collateralized Mortgage
Loans, and (B) the Loan-to-Value Ratio for all of the Mortgaged Properties then
remaining subject to the related Mortgage is not greater than 10% of the
Loan-to-Value Ratio set forth in the Prospectus with respect to such
Cross-Collateralized Mortgage Loan and the related Cross-Collateralized Mortgage
Loans, in each case determined by the Master Servicer or Special Servicer, as
applicable; and (ii) the cross-collateralization provisions of the applicable
Cross-Collateralized Mortgage Loans have been released under the terms of the
applicable Cross-Collateralized Mortgage Loans as to the Mortgage Loan(s)
affected by such Breach or Defect, and such Mortgage Loan(s) to be repurchased
from the Trust Fund is no longer cross-collateralized with the
Cross-Collateralized Mortgage Loans. If the Master Servicer or Special Servicer,
as applicable, determines that an Appraisal is required for purposes of
determining the foregoing, the Appraisal will be at the related Mortgage Loan
Seller's expense, if the scope and cost of the Appraisal is approved by the
related Mortgage Loan Seller (such approval not to be unreasonably withheld).

   Unless the applicable delivery requirements are otherwise deemed to have
been satisfied pursuant to Section 2.01(b) (including by virtue of the
delivery of alternative documents as specified in Section 2.01(b)), any of
the following Defects shall be conclusively presumed materially and adversely
to affect the interests of Certificateholders in, and the value of, a
Mortgage Loan: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the
Mortgage and a certificate stating that the original signed Mortgage and any
intervening assignments required to create a complete chain of assignment to
the Trustee were sent for recordation; or (c) the absence from the Mortgage
File of the item called for by paragraph (9) of the definition of Mortgage
File. If any of the foregoing Defects (each, a "Material Document Defect") is
discovered by the Trustee, the Trustee will take the steps described
elsewhere in this section.

   As to any Qualifying Substitute Mortgage Loan or Loans, the Trustee shall
direct the related Mortgage Loan Seller (or GMACCM, in the case of such a
Defect, Breach or event


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<PAGE>

under each Supplemental Agreement) to deliver to the Trustee for such Qualifying
Substitute Mortgage Loan or Loans (with a copy to the Master Servicer), the
related Mortgage File(s) with the related Mortgage Note(s) endorsed as required
by clause (1) of the definition of "Mortgage File". No substitution may be made
in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualifying Substitute Mortgage Loans in the month
of substitution shall not be part of the Trust Fund and will be retained by
Master Servicer and remitted by the Master Servicer to the related Mortgage Loan
Seller (or GMACCM, in the case of such a Defect, Breach or event under each
Supplemental Agreement) on the next succeeding Distribution Date. For the month
of substitution, distributions to Certificateholders will include the Monthly
Payment due on the related Deleted Mortgage Loan for such month and thereafter
the related Mortgage Loan Seller (or GMACCM, in the case of such a Defect,
Breach or event under each Supplemental Agreement) shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan.

   In any month in which the related Mortgage Loan Seller (or GMACCM under a
Supplemental Agreement) substitutes one or more Qualifying Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer
will determine the applicable Substitution Shortfall Amount. The Trustee
shall direct the related Mortgage Loan Seller (or GMACCM, as applicable) to
deposit cash equal to such amount into the Distribution Account concurrently
with the delivery of the Mortgage File(s) for the Qualifying Substitute
Mortgage Loan(s), without any reimbursement thereof. The Trustee shall also
direct the related Mortgage Loan Seller (or GMACCM, as applicable) to give
written notice to the Trustee and the Master Servicer of such deposit,
accompanied by an Officers' Certificate as to the calculation of the
applicable Substitution Shortfall Amount. The Trustee shall direct the
related Mortgage Loan Seller (or GMACCM, as applicable) to amend the Mortgage
Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if
applicable, the substitution of the Qualifying Substitute Mortgage Loan(s);
and, upon such amendment, the Trustee shall deliver or cause the delivery of
such amended Mortgage Loan Schedule to the other parties hereto. Upon any
such substitution, the Qualifying Substitute Mortgage Loan(s) shall be
subject to the terms of this Agreement in all respects.

   (b) In connection with any repurchase of or substitution for a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Master Servicer and the
Special Servicer shall each tender promptly to the related Mortgage Loan Seller
(or GMACCM, as applicable), upon delivery to each of the Trustee, the Master
Servicer and the Special Servicer of a trust receipt executed by the related
Mortgage Loan Seller (or GMACCM, as applicable), all portions of the Mortgage
File and other documents pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the related Mortgage File that was
endorsed or assigned to the Trustee shall be endorsed or assigned, as the case
may be, to the related Mortgage Loan Seller (or GMACCM, as applicable) in the
same manner as provided in Section 2 of each Mortgage Loan Purchase Agreement.
Additionally, in connection with any repurchase of or substitution for a
Mortgage Loan pursuant to this Section 2.03, the Master Servicer shall release
or cause to be released to the related Mortgage Loan Seller (or GMACCM, as
applicable) any Reserve Funds or Escrow Payments with respect to the related
Mortgage Loan. If the affected Mortgage Loan is to be repurchased, the Trustee
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price are to be wired.



                                       68
<PAGE>

   (c) Section 6 of the related Mortgage Loan Purchase Agreement and Section 4
of each Supplemental Agreement provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to Section 4(a) of such
Mortgage Loan Purchase Agreement or Section 2(a) of such Supplemental Agreement
or any of the circumstances described in Section 6(b) of such Mortgage Loan
Purchase Agreement or in Section 4(b) of such Supplemental Agreement.

   (d) The Trustee shall, for the benefit of the Certificateholders, enforce the
obligations of each Mortgage Loan Seller under Section 6 of the related Mortgage
Loan Purchase Agreement and the obligations of GMACCM under Section 4 of each
Supplemental Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, shall be carried out in such form, to such extent
and at such time as the Trustee would require were it, in its individual
capacity, the owner of the affected Mortgage Loan(s). The Trustee shall be
reimbursed for the reasonable costs of such enforcement, together with interest
thereon at the Reimbursement Rate: first, from a specific recovery of costs,
expenses or attorneys' fees against the related Mortgage Loan Seller (or GMACCM,
in the case of enforcement under a Supplemental Agreement); second, pursuant to
Section 3.05(a)(x) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(xi) out of
general collections on the Mortgage Loans on deposit in the Certificate Account.

   SECTION 2.04 ISSUANCE OF CLASS R-I CERTIFICATES; CREATION OF REMIC I
REGULAR INTERESTS.

   Concurrently with the assignment to the Trustee of the assets included in
REMIC I, and in exchange therefor, at the direction of the Depositor, the
REMIC I Regular Interests have been issued hereunder and the Trustee has
executed, and caused the Certificate Registrar to authenticate and deliver,
to or upon the order of the Depositor, the Class R-I Certificates in
authorized denominations. The interests evidenced by the Class R-I
Certificates, together with the REMIC I Regular Interests, constitute the
entire beneficial ownership of REMIC I. The rights of the Class R-I
Certificateholders and REMIC II to receive distributions from the proceeds of
REMIC I in respect of the Class R-I Certificates and the REMIC I Regular
Interests, respectively, and all ownership interests of the Class R-I
Certificateholders and REMIC II in and to such distributions, shall be as set
forth in this Agreement.

   SECTION 2.05 CONVEYANCE OF REMIC I REGULAR INTERESTS; ACCEPTANCE OF REMIC
II BY THE TRUSTEE.

   The Depositor, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Depositor in and to the REMIC I Regular Interests to the
Trustee for the benefit of the Class R-II Certificateholders and REMIC III as
holder of the REMIC II Regular Interests. The Trustee acknowledges the
assignment to it of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all
present and future Class R-II Certificateholders and REMIC III as the holder
of the REMIC II Regular Interests.

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   SECTION 2.06 ISSUANCE OF CLASS R-II CERTIFICATES; CREATION OF REMIC II
REGULAR INTEREST.

   Concurrently with the assignment to the Trustee of the REMIC I Regular
Interests, and in exchange therefor, at the direction of the Depositor, the
REMIC II Regular Interests have been issued hereunder and the Trustee has
executed, and caused the Certificate Registrar to authenticate and deliver,
to or upon the order of the Depositor, the Class R-II Certificates in
authorized denominations. The interests evidenced by the Class R-II
Certificates, together with the REMIC II Regular Interests, constitute the
entire beneficial ownership of REMIC II. The rights of the Class R-II
Certificateholders and REMIC III to receive distributions from the proceeds
of REMIC II in respect of the Class R-II Certificates and the REMIC II
Regular Interests, respectively, and all ownership interests of the Class
R-II Certificateholders and REMIC III in and to such distributions, shall be
as set forth in this Agreement.

   SECTION 2.07 CONVEYANCE OF REMIC II REGULAR INTERESTS; ACCEPTANCE OF REMIC
III BY TRUSTEE.

   The Depositor, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Depositor in and to the REMIC II Regular Interests to the
Trustee for the benefit of the REMIC III Certificateholders. The Trustee
acknowledges the assignment to it of the REMIC II Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use
and benefit of all present and future REMIC III Certificateholders.

   SECTION 2.08 ISSUANCE OF REMIC III CERTIFICATES.

   Concurrently with the assignment to the Trustee of the REMIC II Regular
Interests, and in exchange therefor, at the direction of the Depositor, the
Trustee has executed, and caused the Certificate Registrar to authenticate
and deliver, to or upon the order of the Depositor, the REMIC III
Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC III. The rights of the respective Classes of REMIC III
Certificateholders to receive distributions from the proceeds of REMIC III in
respect of their REMIC III Certificates, and all ownership interests of the
respective Classes of REMIC III Certificateholders in and to such
distributions, shall be as set forth in this Agreement.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                               OF THE TRUST FUND

   SECTION 3.01 SERVICING AND ADMINISTRATION OF THE MORTGAGE LOANS.

   (a) Each of the Master Servicer and the Special Servicer shall service and
administer the Mortgage Loans that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with


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the foregoing, further as follows: (i) with the same care, skill and diligence
as is normal and usual in its general mortgage servicing and REO property
management activities on behalf of third parties or on behalf of itself,
whichever is higher, with respect to mortgage loans and REO properties that are
comparable to those for which it is responsible hereunder; (ii) with a view to
the timely collection of all scheduled payments of principal and interest under
the Mortgage Loans or, if a Mortgage Loan comes into and continues in default
and if, in the good faith and reasonable judgment of the Special Servicer, no
satisfactory arrangements can be made for the collection of the delinquent
payments, the maximization of the recovery on such Mortgage Loan to the
Certificateholders (as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related Net Mortgage Rate); and (iii)
without regard to (A) any relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the
Special Servicer, as the case may be, or by any Affiliate thereof, (C) the
Master Servicer's obligation to make Advances, (D) the Special Servicer's
obligation to make (or to direct the Master Servicer to make) Servicing
Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the
Special Servicer (or any Affiliate thereof), as the case may be, to receive
reimbursement of costs, or the sufficiency of any compensation payable to it,
hereunder or with respect to any particular transaction and (F) the obligation
of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to
Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each
Supplemental Agreement (the conditions set forth in the immediately foregoing
clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the
generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, in connection with its servicing and administrative
duties hereunder is hereby authorized and empowered by the Trustee to exercise
efforts consistent with the foregoing standard and to execute and deliver, on
behalf of the Certificateholders and the Trustee or any of them, any and all
financing statements, continuation statements and other documents or instruments
necessary to maintain the lien created by any Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and
related collateral; subject to Section 3.20, any and all modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File; and any and all instruments of satisfaction or
cancellation, or of full release or discharge, and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties.
Each of the Master Servicer and the Special Servicer is also authorized to
approve a request by a Mortgagor under a Mortgage Loan that it is obligated to
service and administer pursuant to this Agreement, for an easement, consent to
alteration or demolition, and for other similar matters, provided that the
Master Servicer or the Special Servicer, as the case may be, determines,
exercising its good faith business judgment and in accordance with the Servicing
Standard, that such approval will not affect the security for, or the timely and
full collectability of, the related Mortgage Loan. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Master Servicer and the
Special Servicer any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer or the Special Servicer, as the case
may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable, and shall be
indemnified by the Master Servicer or the Special Servicer, as applicable, for
any negligence with respect to, or misuse of, any such power of attorney by the
Master Servicer or the Special Servicer, as the case may be; and further
provided that neither the Master Servicer nor the Special Servicer,


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without the Trustee's written consent, shall initiate any action in the
Trustee's name without indicating its representative capacity or cause the
Trustee to be registered to do business in any state.

   (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer
each shall have full power and authority, acting alone or, subject to Section
3.22, through Sub-Servicers, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable.

   (c) The relationship of the Master Servicer and the Special Servicer to the
Trustee and, unless the same Person acts in both capacities, to each other under
this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent. Unless the same
Person acts in both capacities, the Master Servicer shall have no responsibility
for the performance by the Special Servicer of its duties under this Agreement,
and the Special Servicer shall have no responsibility for the performance of the
Master Servicer under this Agreement.

   (d) Subject to Section 3.01(a), each of the Master Servicer and Special
Servicer shall service and administer each Mortgage Loan that is a
Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it
deems such treatment necessary and appropriate.

   SECTION 3.02 COLLECTION OF MORTGAGE LOAN PAYMENTS.

   The Master Servicer (or the Special Servicer with respect to the Specially
Serviced Mortgage Loans) shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement
and the terms and conditions of the Mortgage Loans, follow such collection
procedures as are consistent with the Servicing Standard; provided, however,
that nothing herein contained shall be construed as an express or implied
guarantee by the Master Servicer or the Special Servicer of the
collectability of the Mortgage Loans. Consistent with the foregoing, the
Master Servicer may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Mortgage Loan (other than a Specially
Serviced Mortgage Loan) and the Special Servicer may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Specially
Serviced Mortgage Loan.

   SECTION 3.03 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; SERVICING
ACCOUNTS AND RESERVE ACCOUNTS.

   (a) Each of the Master Servicer (or the Special Servicer with respect to the
Specially Serviced Mortgage Loans) shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so collected in respect of any Mortgage Loan (and
interest earned thereon) from a Servicing Account may be made only to: (i)
effect payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and comparable items in respect of the related Mortgaged
Property; (ii) reimburse the Trustee, the Master Servicer and the Special
Servicer, in that order, as applicable, for any unreimbursed Servicing Advances
made thereby to cover any of the items described in the


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<PAGE>

immediately preceding clause (i); (iii) refund to the related Mortgagor any sums
as may be determined to be overages; (iv) pay interest, if required and as
described below, to the related Mortgagor on balances in the Servicing Account
(or, if and to the extent not payable to the related Mortgagor, to pay such
interest to the Master Servicer or Special Servicer, as applicable); (v)
disburse Insurance Proceeds if required to be applied to the repair or
restoration of the related Mortgaged Property; or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer and the
Special Servicer shall pay or cause to be paid to the Mortgagors interest on
funds in Servicing Accounts maintained thereby, to the extent required by law or
the terms of the related Mortgage Loan. The Servicing Accounts shall not be
considered part of the segregated pool of assets constituting REMIC I, REMIC II,
REMIC III or the Grantor Trust.

   (b) Each of the Master Servicer (with respect to Mortgage Loans other than
Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the
Specially Serviced Mortgage Loans) shall (i) maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof, and (ii) use reasonable efforts to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) for Mortgage Loans
which require the related Mortgagor to escrow for the payment of such items and
shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose Escrow Payments as allowed under the terms of
the related Mortgage Loan. To the extent that a Mortgage Loan does not require a
Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the Master Servicer
(or the Special Servicer with respect to the Specially Serviced Mortgaged Loans)
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to comply with the requirements of the related Mortgage for
payments in respect of such items at the time they first become due.

   (c) In accordance with the Servicing Standard, the Master Servicer (at the
direction of the Special Servicer in the case of Specially Serviced Mortgage
Loans) shall advance with respect to each related Mortgaged Property all such
funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien
thereon, (ii) ground rents (if applicable), and (iii) premiums on Insurance
Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided that the
particular advance would not, if made, constitute a Nonrecoverable Servicing
Advance. All such Servicing Advances shall be reimbursable in the first instance
from related collections from the Mortgagors, and further as provided in Section
3.05. No costs incurred by the Master Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments, ground rents (if
applicable) and other similar items on or in respect of the Mortgaged Properties
shall, for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balances
of the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.

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<PAGE>

   (d) The Master Servicer (or the Special Servicer with respect to Specially
Serviced Mortgage Loans) shall, establish and maintain, as applicable, one or
more accounts (the "Reserve Accounts"), into which all Reserve Funds, if any,
shall be deposited and retained. Withdrawals of amounts so deposited may be made
to pay for, or to reimburse the related Mortgagor in connection with, the
related repairs, environmental remediation, replacements and/or capital
improvements at the related Mortgaged Property if such repairs, environmental
remediation, replacements and/or capital improvements have been completed, and
such withdrawals are made, in accordance with the Servicing Standard and the
terms of the related Mortgage Note, Mortgage and any agreement with the related
Mortgagor governing such Reserve Funds. Subject to the terms of the related
Mortgage Note and Mortgage, all Reserve Accounts shall be Eligible Accounts. As
part of its servicing duties, the Master Servicer and the Special Servicer shall
pay or cause to be paid to the Mortgagors interest on funds in the Reserve
Accounts maintained thereby, to the extent required by applicable law or the
terms of the related Mortgage Loan. The Reserve Accounts shall not be considered
part of the segregated pool of assets comprising REMIC I, REMIC II, REMIC III or
the Grantor Trust.

   SECTION 3.04 CERTIFICATE ACCOUNT, DISTRIBUTION ACCOUNT AND INTEREST
RESERVE ACCOUNT.

   (a) The Master Servicer shall establish and maintain a Certificate Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans due
and payable on or before the Cut-off Date), and payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

      (i) all payments on account of principal, including Principal Prepayments,
   on the Mortgage Loans;

      (ii) all payments on account of interest (including, without limitation,
   Default Interest and Excess Interest) on the Mortgage Loans, late payment
   charges and Prepayment Premiums;

      (iii) any amounts received from the Special Servicer which are required to
   be transferred from the REO Account pursuant to Section 3.16(c) and amounts
   of interest and investment income earned in respect of amounts relating to
   the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if
   any, and only to the extent not required to be paid to the applicable
   Mortgagor under the terms of the related Mortgage Loan documents or
   applicable law;

      (iv) all Insurance Proceeds and Liquidation Proceeds received in respect
   of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds
   and Liquidation Proceeds that are received in connection with the Master
   Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO
   Properties in the Trust Fund and that are to be deposited in the Distribution
   Account pursuant to Section 9.01) and any Borrower Recoveries;

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<PAGE>

      (v) any amounts required to be deposited by the Master Servicer pursuant
   to Section 3.06 in connection with losses incurred with respect to Permitted
   Investments of funds relating to the Trust Fund held in the Certificate
   Account;

      (vi) that portion of each Delinquency Advance that represents (without
   duplication) the Servicing Fee; and

      (vii) any amounts required to be deposited by the Master Servicer or the
   Special Servicer pursuant to Section 3.07(b) in connection with losses
   resulting from a deductible clause in a blanket hazard policy.

   The foregoing requirements for deposit in the Certificate Account shall be
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, Reserve Funds, charges for beneficiary statements or
demands, assumption fees, amounts collected for mortgagor checks returned for
insufficient funds, ancillary fees and any other amounts that the Master
Servicer and the Special Servicer are entitled to as additional servicing
compensation pursuant to Section 3.11 need not be deposited by the Master
Servicer in the Certificate Account. If the Master Servicer shall deposit in
the Certificate Account any amount not required to be deposited therein, it
may at any time withdraw such amount from the Certificate Account, any
provision herein to the contrary notwithstanding. The Master Servicer shall
promptly deliver to the Special Servicer, as additional servicing
compensation in accordance with Section 3.11(d), (i) all assumption fees,
modification fees, ancillary fees and other transaction fees due to and
received by the Master Servicer with respect to Specially Serviced Mortgage
Loans. The Certificate Account shall be maintained as a segregated account,
separate and apart from trust funds created for mortgage pass-through
certificates of other series serviced and the other accounts of the Master
Servicer.

   Upon receipt of any of the amounts described in clauses (i), (ii) and (iv)
above with respect to any Mortgage Loan which is not an REO Loan, the Special
Servicer shall promptly, but in no event later than two Business Days after
receipt, remit such amounts to the Master Servicer for deposit into the
Certificate Account in accordance with the second preceding paragraph, unless
the Special Servicer determines, consistent with the Servicing Standard, that
a particular item should not be deposited because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the
Special Servicer with respect to an REO Property shall be deposited by the
Special Servicer into the REO Account and remitted to the Master Servicer for
deposit into the Certificate Account pursuant to Section 3.16 (c). With
respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse such check to the order of the
Master Servicer and shall deliver promptly, but in no event later than two
Business Days after receipt, any such check to the Master Servicer by
overnight courier, unless the Special Servicer determines, consistent with
the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason.

   Funds in the Certificate Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall give notice to the Trustee, the Special Servicer and the
Depositor of the location of the Certificate Account as of the Closing Date
and of the new location of the Certificate Account prior to any change
thereof.

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<PAGE>

   (b) The Trustee shall establish and maintain the Distribution Account in
trust for the benefit of the Certificateholders. The Distribution Account
shall be maintained as a segregated account, separate and apart from trust
funds for mortgage pass-through certificates of other series administered by
the Trustee and other accounts of the Trustee.

   The Master Servicer shall deliver to the Trustee each month on or before
the Master Servicer Remittance Date therein, for deposit in the Distribution
Account, that portion of the Available Distribution Amount (calculated
without regard to clauses (b)(iii) or (b)(iv) of the definition thereof) for
the related Distribution Date then on deposit in the Certificate Account and
the Trustee Fee collected with respect to each Mortgage Loan.

   In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee for deposit in the Distribution Account:

      (i) any Delinquency Advances required to be made by the Master Servicer in
   accordance with Section 4.03 (in each case, net of the portion thereof that
   represents Servicing Fees and/or Special Servicing Fees, which is to be
   deposited in the Certificate Account);

      (ii) any Compensating Interest Payments required to be made by the Master
   Servicer pursuant to Section 3.19;

      (iii) any Liquidation Proceeds paid by the Master Servicer or the
   Depositor in connection with the purchase of all of the Mortgage Loans and
   any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of
   that portion thereof required to be deposited in the Certificate Account
   pursuant to Section 9.01); and

      (iv) any other amounts required to be so delivered for deposit in the
   Distribution Account pursuant to any provision of this Agreement.

   The Trustee shall, upon receipt, deposit in the Distribution Account any
and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein. If, as of 3:00 p.m., New York City
time, on any Master Servicer Remittance Date or on such other date as any
amount referred to in the foregoing clauses (i) through (iv) is required to
be delivered hereunder, the Master Servicer shall not have delivered to the
Trustee for deposit in the Distribution Account the relevant portion of the
Available Distribution Amount or any of the amounts referred to in the
foregoing clauses (i) through (iv), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (215) 328-3478 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone
at telephone no. (215) 328-1258 (or such alternative number provided by the
Master Servicer to the Trustee in writing) as soon as possible, but in any
event before 5:00 p.m., New York City time, on such day. To the extent the
Master Servicer has not delivered to the Trustee for deposit in the
Distribution Account such amounts as are required to be delivered on the
Master Servicer Remittance Date, the Master Servicer shall pay interest
thereon to the Trustee at an interest rate equal to the Reimbursement Rate
then in effect for the period from and including the Master Servicer
Remittance Date to and excluding the date such amounts are deposited.

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<PAGE>

   Funds in the Distribution Account may be invested by the Trustee in
Permitted Investments and the Trustee shall be required to deposit an amount
equal to the Net Investment Loss, if any, in such account, all as provided in
accordance with the provisions of Section 3.06. The Trustee shall give notice
to the Master Servicer, the Special Servicer and the Depositor of the
location of the Distribution Account as of the Closing Date and of the new
location of the Distribution Account prior to any change thereof.

   (c) The Trustee shall establish (upon an event occurring that generates
Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds
Reserve Account in trust for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained as a segregated
account, separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Trustee and other accounts of
the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in Permitted Investments in accordance with the
provisions of Section 3.06 and the Trustee shall be required to deposit an
amount equal to the Net Investment Loss, if any, in such account, all as
provided in accordance with the provisions of Section 3.06.

   Upon the disposition of any REO Property in accordance with Section
3.18(d), the Special Servicer will calculate the Excess Liquidation Proceeds,
if any, realized in connection with such sale and deposit such amount in the
Excess Liquidation Proceeds Reserve Account.

   (d) The Trustee shall establish and maintain the Interest Reserve Account in
trust for the benefit of the Certificateholders. The Interest Reserve Account
shall be maintained as a segregated account, separate and apart from trust funds
for mortgage pass-through certificates of other series administered by the
Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06 and the Trustee shall be required to deposit an amount equal to the
Net Investment Loss, if any, in such account, all as provided in accordance with
the provisions of Section 3.06.

   On each Master Servicer Remittance Date occurring in (i) January of each
calendar year that is not a leap year and (ii) February of each calendar
year, the Trustee shall calculate the Withheld Amount with respect to each
Interest Reserve Loan. On each such Master Servicer Remittance Date, the
Trustee shall withdraw from the Distribution Account and deposit in the
Interest Reserve Account an amount equal to the aggregate of the Withheld
Amounts calculated in accordance with the previous sentence. If the Trustee
shall deposit in the Interest Reserve Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Interest
Reserve Account, any provision herein to the contrary notwithstanding. On or
prior to the Master Servicer Remittance Date in March of each calendar year,
the Trustee shall transfer to the Distribution Account the aggregate of all
Withheld Amounts on deposit in the Interest Reserve Account.

   SECTION 3.05 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT, THE
DISTRIBUTION ACCOUNT, THE INTEREST RESERVE ACCOUNT AND THE EXCESS LIQUIDATION
PROCEEDS RESERVE ACCOUNT.

   (a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:

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<PAGE>

      (i) to remit to the Trustee for deposit in the Distribution Account the
   amounts required to be remitted pursuant to the fourth paragraph of Section
   3.04(b) or that may be applied to make Delinquency Advances pursuant to
   Section 4.03(a);

      (ii) to pay itself unpaid Servicing Fees payable to itself earned thereby
   in respect of each Mortgage Loan and REO Loan, the Master Servicer's rights
   to payment pursuant to this clause (ii) being limited to amounts received or
   advanced on or in respect of such Mortgage Loan or such REO Loan that are
   allocable as a recovery or advance of interest thereon;

      (iii) to pay to the Special Servicer, out of general collections on the
   Mortgage Loans and any REO Properties, earned and unpaid Special Servicing
   Fees in respect of each Specially Serviced Mortgage Loan and REO Loan;

      (iv) to pay to the Special Servicer earned and unpaid Workout Fees and
   Liquidation Fees to which it is entitled pursuant to, and from the sources
   contemplated by, Section 3.11(c);

      (v) to reimburse the Trustee and itself, in that order, as applicable, for
   unreimbursed Delinquency Advances made thereby, the Master Servicer's or the
   Trustee's respective rights to be reimbursed pursuant to this clause (v)
   being limited to amounts received that represent Late Collections of interest
   on and principal of the particular Mortgage Loans and REO Loans with respect
   to which such Delinquency Advances were made (in each case, net of related
   Workout Fees);

      (vi) to reimburse the Trustee, itself and the Special Servicer, in that
   order, as applicable, for unreimbursed Servicing Advances made thereby, the
   Master Servicer's, the Special Servicer's or the Trustee's respective rights
   to be reimbursed pursuant to this clause (vi) with respect to any Mortgage
   Loan or REO Property being limited to, as applicable, related payments,
   Liquidation Proceeds, Insurance Proceeds and REO Revenues;

      (vii) to reimburse the Trustee, itself and the Special Servicer, in that
   order, as applicable, out of general collections on the Mortgage Loans and
   REO Properties, for Nonrecoverable Advances made thereby;

      (viii) to pay the Trustee, itself or the Special Servicer, in that order
   as the case may be, any related Advance Interest accrued and payable on any
   unreimbursed Advance in accordance with Section 3.11(f) and 4.03(d), first
   out of Penalty Charges received on the Mortgage Loan or REO Loan as to which
   such Advance was made and then, at or following such time as it reimburses
   the Trustee, itself and the Special Servicer, in that order, as applicable,
   for such Advance pursuant to clause (v), (vi) or (vii) above or Section 3.03,
   out of general collections on the Mortgage Loans and REO Properties;

      (ix) to reimburse itself (if it is not the affected Mortgage Loan Seller)
   or the Trustee, as the case may be, for any unreimbursed expenses reasonably
   incurred by such Person in respect of any Breach or Defect giving rise to a
   repurchase obligation of a


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   Mortgage Loan Seller under Section 6 of the related Mortgage Loan Purchase
   Agreement (or Section 4 of each Supplemental Agreement), including, without
   limitation, any expenses arising out of the enforcement of the repurchase
   obligation, together with interest thereon at the Reimbursement Rate, each
   such Person's right to reimbursement pursuant to this clause (x) with respect
   to any Mortgage Loan being limited to that portion of the Purchase Price paid
   for such Mortgage Loan that represents such expense in accordance with clause
   (d) of the definition of Purchase Price;

      (x) in accordance with Section 2.03(d), to reimburse the Trustee, out of
   general collections on the Mortgage Loans and REO Properties for any
   unreimbursed expense reasonably incurred by the Trustee in connection with
   the enforcement of a Mortgage Loan Seller's obligations under Section 6(a) of
   the related Mortgage Loan Purchase Agreement (or Section 4 of each
   Supplemental Agreement), together with interest thereon at the Reimbursement
   Rate, but only to the extent that such expenses are not reimbursable pursuant
   to clause (ix) above or otherwise;

      (xi) to pay out of general collections on the Mortgage Loans and REO
   Properties, for costs and expenses incurred by the Trust Fund pursuant to
   Section 3.09(c) and to pay Liquidation Expenses out of related Liquidation
   Proceeds pursuant to Section 3.09;

      (xii) to pay itself, as additional servicing compensation in accordance
   with Section 3.11(b), (A) interest and investment income earned in respect of
   amounts relating to the Trust Fund held in the Certificate Account, any
   Lock-Box Account and Cash Collateral Account as provided in Section 3.06(b)
   (but only to the extent of the Net Investment Earnings with respect to the
   Certificate Account, any Lock-Box Account and Cash Collateral Account for any
   Collection Period), (B) Prepayment Interest Excesses and Balloon Payment
   Interest Excess received on the Mortgage Loans and (C) Penalty Charges
   received on Mortgage Loans that are not Specially Serviced Mortgage Loans
   (but only to the extent not otherwise allocable to cover Advance Interest in
   respect of the related Mortgage Loan);

      (xiii) to pay to the Special Servicer, as additional servicing
   compensation, all Penalty Charges received on any Specially Serviced Mortgage
   Loan (but only to the extent not otherwise allocable to pay Advance Interest
   in respect of the related Specially Serviced Mortgage Loan);

      (xiv) to pay itself, the Depositor, or any of their respective directors,
   officers, employees and agents, as the case may be, out of general
   collections on the Mortgage Loans and REO Properties, any amounts payable to
   any such Person pursuant to Section 6.03;

      (xv) to pay, out of general collections on the Mortgage Loans and REO
   Properties, for (A) the cost of the Opinions of Counsel contemplated by
   Sections 3.09(b)(ii) and 3.16(a), (B) the cost of the advice of counsel
   contemplated by Section 3.17(a), (C) the cost of any Opinion of Counsel
   contemplated by Section 11.01(a) in connection with an amendment to this
   Agreement requested by the Master Servicer,


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   which amendment is in furtherance of the rights and interests of
   Certificateholders, (D) the cost of obtaining the REO Extension contemplated
   by Section 3.16(a), (E) the cost of recording this Agreement in accordance
   with Section 11.02(a), and (F) the cost of a new Appraisal obtained pursuant
   to Section 3.11(h) or Section 4.03(c);

      (xvi) to pay itself, the Special Servicer, any Mortgage Loan Seller,
   GMACCM or the Majority Certificateholder of the Controlling Class, as the
   case may be, with respect to each Mortgage Loan, if any, previously purchased
   by such Person pursuant to or as contemplated by this Agreement, all amounts
   received on such Mortgage Loan subsequent to the date of purchase;

      (xvii) to withdraw funds deposited into the Certificate Account in error;
   and

      (xviii) to clear and terminate the Certificate Account at the termination
   of this Agreement pursuant to Section 9.01.

   For each Mortgage Loan, the Master Servicer shall keep and maintain
separate accounting records, on a loan-by-loan basis (and for each REO Loan,
on a property-by-property basis) when appropriate, for the purpose of
justifying any withdrawal from the Certificate Account.

   The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party
contractors) therefrom promptly upon receipt of a certificate of a Servicing
Officer of the Special Servicer describing the item and amount to which the
Special Servicer (or such third party contractors) is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty
to re-calculate the amounts stated therein. The Special Servicer shall keep
and maintain separate accounting for each Specially Serviced Mortgage Loan
and REO Property, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from the Certificate
Account.

   (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (but not necessarily
in the following order of priority):

      (i) to make distributions to Certificateholders on each Distribution Date
   pursuant to Section 4.01 and to deposit the Withheld Amounts in the Interest
   Reserve Account pursuant to Section 3.04(d);

      (ii) to pay itself interest and investment income earned in respect of
   amounts relating to the Trust Fund held in the Distribution Account as
   provided in Section 3.06(b) (but only to the extent of the Net Investment
   Earnings with respect to the Distribution Account for any Collection Period);

      (iii) to pay itself unpaid Trustee Fees pursuant to Section 8.05(a);

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      (iv) to pay itself or any of its directors, officers, employees and
   agents, as the case may be, any amounts payable or reimbursable to any such
   Person pursuant to Section 8.05(b);

      (v) to pay for (A) the cost of the Opinion of Counsel contemplated by
   Section 11.01(a) or (c) in connection with any amendment to this Agreement
   requested by the Trustee, which amendment is in furtherance of the rights and
   interests of Certificateholders, (B) the cost of the Opinion of Counsel
   contemplated by Section 11.02(a) in connection with any recordation of this
   Agreement and (C) to the extent payable out of the Trust Fund, the cost of
   the Opinion of Counsel contemplated by Section 10.01(f);

      (vi) to (A) pay any and all federal, state and local taxes imposed on
   REMIC I, REMIC II or REMIC III or on the assets or transactions of any such
   REMIC, together with all incidental costs and expenses, and any and all
   reasonable expenses relating to tax audits, if and to the extent that either
   (1) none of the Trustee, the Master Servicer or the Special Servicer is
   liable therefor pursuant to Section 10.01(g) or (2) any such Person that may
   be so liable has failed to make the required payment, and (B) reimburse the
   Trustee for reasonable expenses incurred by and reimbursable to it by the
   Trust Fund pursuant to Section 10.01(c);

      (vii) to withdraw funds deposited into the Distribution Account in error;
   and

      (viii) to clear and terminate the Distribution Account at the termination
   of this Agreement pursuant to Section 9.01.

   (c) The Trustee may, from time to time, make withdrawals from the Interest
Reserve Account to pay itself interest and investment income earned in respect
of amounts relating to the Trust Fund held in the Interest Reserve Account (but
only to the extent of Net Investment Earnings with respect to the Interest
Reserve Account for any Collection Period).

   (d) The Trustee shall, on any Distribution Date, make withdrawals from the
Excess Liquidation Proceeds Reserve Account to the extent required to make the
distributions from the Excess Liquidation Proceeds Reserve Account required by
Section 4.01(c).

   SECTION 3.06 INVESTMENT OF FUNDS IN THE CERTIFICATE ACCOUNT, THE
DISTRIBUTION ACCOUNT, THE EXCESS LIQUIDATION PROCEEDS RESERVE ACCOUNT, THE
INTEREST RESERVE ACCOUNT AND THE REO ACCOUNT.

   (a) (i) The Master Servicer may direct any depository institution maintaining
the Certificate Account, any Lock-Box Account or any Cash Collateral Account to
invest, (ii) the Special Servicer may direct any depository institution
maintaining the REO Account to invest, or if it is a depository institution, may
itself invest, and (iii) the Trustee may direct the depository institution
maintaining the Distribution Account, the Excess Liquidation Proceeds Reserve
Account or the Interest Reserve Account to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day


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immediately preceding the next succeeding date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the depository institution maintaining such account is the obligor thereon,
and (ii) no later than the next succeeding date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Certificate Account, any Lock-Box Account, and any
Cash Collateral Account) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Account) on behalf of the Trustee, and the
Trustee (with respect to Permitted Investments of amounts in the Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest
Reserve Account), shall (and Trustee hereby designates the Master Servicer and
the Special Servicer, as applicable, as the Person that shall) (i) be the
"entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by the Master Servicer or the Special
Servicer shall constitute "control" by a Person designated by, and acting on
behalf of the Trustee for purposes of Revised Article 8 (1994 Revision) of the
UCC. In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Certificate Account, any Lock-Box Account, or any Cash
Collateral Account), the Special Servicer (in the case of the REO Account) and
the Trustee (in the case of the Distribution Account, the Excess Liquidation
Proceeds Reserve Account and the Interest Reserve Account) shall:

      (x) consistent with any notice required to be given thereunder, demand
   that payment thereon be made on the last day such Permitted Investment may
   otherwise mature hereunder in an amount equal to the lesser of (1) all
   amounts then payable thereunder and (2) the amount required to be withdrawn
   on such date; and

      (y) demand payment of all amounts due thereunder promptly upon
   determination by the Master Servicer, the Special Servicer or the Trustee, as
   the case may be, that such Permitted Investment would not constitute a
   Permitted Investment in respect of funds thereafter on deposit in the
   Investment Account.

   (b) Whether or not the Master Servicer directs the investment of funds in
the Certificate Account, and to the extent the Master Servicer directs the
investment of funds in any Lock-Box Account or any Cash Collateral Account,
interest and investment income realized on funds deposited in each such
Investment Account, to the extent of the Net Investment Earnings, if any,
with respect to such account for each Collection Period, shall be for the
sole and exclusive benefit of the Master Servicer and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section
3.05(a). Interest and investment income realized on funds deposited in the
Distribution Account, the Excess Liquidation Proceeds Reserve Account and the
Interest Reserve Account, to the extent of Net Investment Earnings, if any,
with respect to such account for each Collection Period, shall be for the
sole and exclusive benefit of the Trustee and


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shall be subject to its withdrawal in accordance with Section 3.05(b) or (c), as
the case may be. Whether or not the Special Servicer directs the investment of
funds in the REO Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in the Certificate Account, and to the
extent the Master Servicer has discretion to direct the investment of funds in
any Lock-Box Account or any Cash Collateral Account for its sole and exclusive
benefit, the Master Servicer shall deposit therein, no later than the end of the
Collection Period during which such loss was incurred, without right of
reimbursement, the amount of the Net Investment Loss, if any, with respect to
such account for such Collection Period. If any loss shall be incurred in
respect of any Permitted Investment on deposit in the Distribution Account, the
Excess Liquidation Proceeds Reserve Account or the Interest Reserve Account, the
Trustee shall immediately deposit therein, without right of reimbursement, the
amount of the Net Investment Loss, if any, with respect to such account. If any
loss shall be incurred in respect of any Permitted Investment on deposit in the
REO Account, the Special Servicer shall promptly deposit therein from its own
funds, without right of reimbursement, no later than the end of the Collection
Period during which such loss was incurred, the amount of the Net Investment
Loss, if any, for such Collection Period (c) Except as otherwise expressly
provided in this Agreement, if any default occurs in the making of a payment due
under any Permitted Investment, or if a default occurs in any other performance
required under any Permitted Investment, the Trustee may and, subject to Section
8.02, upon the request of Holders of Certificates entitled to a majority of the
Voting Rights allocated to any Class shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.

   SECTION 3.07 MAINTENANCE OF INSURANCE POLICIES; ERRORS AND OMISSIONS AND
FIDELITY COVERAGE.

   (a) Each of the Master Servicer (in the case of Mortgage Loans other than
Specially Serviced Mortgage Loans) and the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall use reasonable efforts to cause each
Mortgagor to maintain in respect of the related Mortgaged Property all insurance
coverage as is required under the related Mortgage; provided that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or the
Special Servicer, as appropriate, shall impose such insurance requirements as
are consistent with the Servicing Standard. If a Mortgagor fails to maintain
such insurance, the Master Servicer (at the direction of the Special Servicer in
the case of a Specially Serviced Loan) shall (to the extent available at
commercially reasonable terms) obtain such insurance (which may be through a
master or single interest policy) and the cost (including any deductible
relating to such insurance) of such insurance (or in the case of a master or
single interest policy, the incremental cost (including any deductible relating
to such insurance) of such insurance relating to the specific Mortgaged
Property), shall be a Servicing Advance and shall be recoverable by the Master
Servicer pursuant to Section 3.05(a). If at any time a Mortgaged Property is
located in an area identified in the Flood Hazard Boundary Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards or it becomes located


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in such area by virtue of remapping conducted by such agency (and flood
insurance has been made available), the Master Servicer (or in the case of a
Specially Serviced Loan, the Special Servicer) shall, if and to the extent that
the Mortgage Loan requires the Mortgagor or permits the mortgagee to require the
Mortgagor to do so, use reasonable efforts to cause the related Mortgagor to
maintain a flood insurance policy meeting the requirements of the current
guideline of the Federal Insurance Administration in the maximum amount of
insurance coverage available under the National Flood Insurance Act of 1968, the
Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
of 1994, as amended, unless otherwise specified by the related Mortgage Loan. If
(i) the Mortgagor is required by the terms of the Mortgage Loan to maintain such
insurance (or becomes obligated by virtue of the related Mortgaged Property
becoming located in such area by virtue of such remapping) or (ii) the terms of
the Mortgage Loan permit the mortgagee to require the Mortgagor to obtain such
insurance, the Master Servicer (or in the case of a Specially Serviced Loan, the
Special Servicer), shall promptly notify the Mortgagor of its obligation to
obtain such insurance. If the Mortgagor fails to obtain such flood insurance
within 120 days of such notification, the Master Servicer (or in the case of a
Specially Serviced Loan, the Special Servicer) shall obtain such insurance, the
cost of which shall be a Servicing Advance and shall be recoverable by the
Master Servicer or Special Servicer pursuant to Section 3.05(a); provided that
the Master Servicer or Special Servicer shall not be required to incur any such
cost if such Advance would constitute a Nonrecoverable Servicing Advance.
Subject to Section 3.17(a), the Special Servicer shall also use reasonable
efforts to cause to be maintained for each REO Property (to the extent available
at commercially reasonable terms) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage or as is consistent with
the Servicing Standard. All such insurance policies shall contain a "standard"
mortgagee clause, with loss payable to the Master Servicer (in the case of
Mortgaged Properties) or the Special Servicer (in the case of REO Properties) on
behalf of the Trustee, and shall be issued by an insurer authorized under
applicable law to issue such insurance. Any amounts collected by the Master
Servicer or the Special Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Mortgagor, in each case in
accordance with applicable law, the terms of the related Mortgage Loan documents
and the Servicing Standard) shall be deposited in the Certificate Account,
subject to withdrawal pursuant to Section 3.05(a), in the case of amounts
received in respect of a Mortgage Loan, or in the REO Account, subject to
withdrawal pursuant to Section 3.16(c), in the case of amounts received in
respect of an REO Property. Any cost incurred by the Master Servicer or the
Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the outstanding principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit,
but shall be recoverable by the Master Servicer as a Servicing Advance pursuant
to Section 3.05(a).

   (b) (i) If the Master Servicer or the Special Servicer obtains and maintains
a blanket policy insuring against hazard losses on all of the Mortgaged
Properties and/or REO Properties for which it is responsible to cause the
maintenance of insurance hereunder, then, to the extent such policy provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on such Mortgaged Properties and/or REO Properties. Such policy may
contain a deductible clause (not


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in excess of a customary amount), in which case the Master Servicer or the
Special Servicer, as appropriate, shall, if there shall not have been maintained
on a Mortgaged Property or an REO Property a hazard insurance policy complying
with the requirements of Section 3.07(a), and there shall have been one or more
losses which would have been covered by such policy, promptly deposit into the
Certificate Account (or into the Servicing Account if insurance proceeds are to
be applied to the repair or restoration of the applicable Mortgaged Property or
disbursed to the related Mortgagor) from its own funds the amount not otherwise
payable under the blanket policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard. The
Master Servicer and the Special Servicer each agrees to prepare and present, on
behalf of itself, the Trustee and Certificateholders, claims under any such
blanket policy maintained by it in a timely fashion in accordance with the terms
of such policy.

      (ii) If the Master Servicer or the Special Servicer, as applicable, causes
   any Mortgaged Property or REO Property to be covered by a master force placed
   insurance policy, which provides protection equivalent to the individual
   policies otherwise required, the Master Servicer or Special Servicer shall
   conclusively be deemed to have satisfied its respective obligations to cause
   hazard insurance to be maintained on such Mortgaged Properties and/or REO
   Properties. Such policy may contain a deductible clause, in which case the
   Master Servicer or the Special Servicer, as applicable, shall in the event
   that (x) there shall not have been maintained on the related Mortgaged
   Property or REO Property a policy otherwise complying with the provisions of
   Section 3.07(a), and (y) there shall have been one or more losses which would
   have been covered by such a policy had it been maintained, immediately
   deposit into the Certificate Account (or into the Servicing Account if
   insurance proceeds are to be applied to the repair or restoration of the
   applicable Mortgaged Property or disbursed to the related Mortgagor) from its
   own funds the amount not otherwise payable under such policy because of such
   deductible to the extent that any such deductible exceeds the deductible
   limitation that pertained to the related Mortgage Loan, or, in the absence of
   any such deductible limitation, the deductible limitation which is consistent
   with the Servicing Standard. The Master Servicer and the Special Servicer
   each agrees to prepare and present, on behalf of itself, the Trustee and
   Certificateholders, claims under any such master force placed insurance
   policy maintained by it in a timely fashion in accordance with the terms of
   such policy.

   (c) Each of the Master Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy covering its officers and employees and other persons acting on
behalf of it in connection with its activities under this Agreement and naming
the Trustee as an additional insured. The amount of coverage shall be at least
equal to the coverage that would be required by FNMA or FHLMC, whichever is
greater, with respect to the Master Servicer or Special Servicer, as the case
may be, if the Master Servicer or Special Servicer, as the case may be, were
servicing and administering the Mortgage Loans and/or REO Properties for which
it is responsible hereunder for FNMA or FHLMC. Coverage of the Master Servicer
or the Special Servicer under a policy or bond obtained by an Affiliate of such
Person and providing the coverage required by this Section 3.07(c) shall satisfy
the requirements of this Section 3.07(c).

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   (d) All insurance coverage required to be maintained by the Master Servicer
or Special Servicer, as applicable, under this Section 3.07 shall be obtained
from Qualified Insurers having a claims paying ability rating (or the
obligations of which are guaranteed or backed by a company having such claims
paying ability rating or insurance financial strength rating, as applicable) of
not less than (x) "A" by Standard & Poor's and (y) "A" by Fitch (or, if not
rated by Fitch, rated A-IX or better by A.M. Best); provided, however, that the
requirements of clauses (x) and (y) shall not be applicable with respect to
Standard & Poor's or Fitch, as applicable, if the related Rating Agency shall
have confirmed in writing that an insurance company with a lower claims paying
ability rating shall not result, in and of itself, in a downgrade, qualification
or withdrawal of the then current ratings by such Rating Agency of any class of
Certificates.

   SECTION 3.08 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
SUBORDINATE FINANCING; DEFEASANCE.

   (a) As to each Mortgage Loan which contains a provision in the nature of a
"due-on-sale" clause, which by its terms:

      (i) provides that such Mortgage Loan shall (or may at the mortgagee's
   option) become due and payable upon the sale or other transfer of an interest
   in the related Mortgaged Property; or

      (ii) provides that such Mortgage Loan may not be assumed without the
   consent of the mortgagee in connection with any such sale or other transfer,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.20(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to any such sale or other
transfer, in a manner consistent with the Servicing Standard. In the event that
the Special Servicer intends or is required, in accordance with the preceding
sentence, the Mortgage Loan documents or applicable law, to permit the transfer
of any Mortgaged Property, the Special Servicer, if consistent with the
Servicing Standard, may enter into an assumption and modification agreement with
the Person to whom the related Mortgaged Property has been or is intended to be
conveyed or may enter into a substitution of liability agreement, pursuant to
which the original Mortgagor and any original guarantors are released from
liability, and the transferee and any new guarantors are substituted therefor
and become liable under the Mortgage Note and any related guaranties and, in
connection therewith, may require from the related Mortgagor a reasonable and
customary fee for the additional services performed by it, together with
reimbursement for any related costs and expenses incurred by it (but only to the
extent that charging such fee and entering into such assumption and modification
agreement will not be a significant modification of the Mortgage Loan for
purposes of the REMIC Provisions). The Special Servicer shall promptly notify
the Trustee of any such agreement and forward the original thereof to the
Trustee for inclusion in the related Mortgage File. Subject to Section 3.20(a),
if the Special Servicer intends or is required to permit the transfer of any
Mortgaged Property and enter into an assumption agreement or a substitution of
liability agreement, as the case may be, in accordance with the foregoing, the
Special Servicer shall submit to (A) Fitch, in the case of any Mortgage Loan
that has, or any Mortgage Loan that is part of a Related Borrower Group that
has, one of


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the then-ten highest outstanding principal balances in the Mortgage Pool; and
(B) Standard & Poor's, in the case of any Mortgage Loan or any group of
Cross-Collateralized Mortgage Loans that has, or any Mortgage Loan that is part
of a Related Borrower Group that has, an outstanding principal balance in excess
of 5% of the then outstanding principal balance of the Mortgage Pool a copy of
such documentation and any information with respect to such action as the
Special Servicer deems appropriate or as such Rating Agency may reasonably
request, and shall obtain Rating Agency Confirmation from Fitch (in the case of
any Mortgage Loan described in clause (A) above) and Standard & Poor's (in the
case of any Mortgage Loan described in clause (B) above) prior to executing such
assumption agreement or substitution of liability agreement; provided, however,
that Fitch may, within five (5) Business Days of its receipt of a copy of such
documentation and such information, reasonably request additional information
with respect to such waiver or reasonably object to such waiver, and if the
Special Servicer shall not have received any such request for additional
information or any such objections to the waiver within such five (5) Business
Days and shall not have received such Rating Agency Confirmation from Fitch
within ten (10) Business Days of such Rating Agency's receipt of a copy of such
documentation and such information, such Rating Agency Confirmation shall be
deemed to have been delivered to the Special Servicer by Fitch.

   (b) As to each Mortgage Loan which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

      (i) provides that such Mortgage Loan shall (or may at the mortgagee's
   option) become due and payable upon the creation of any additional lien or
   other encumbrance on the related Mortgaged Property; or

      (ii) requires the consent of the mortgagee to the creation of any such
   additional lien or other encumbrance on the related Mortgaged Property,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.20(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standard; provided, however that the Special Servicer shall not waive its right
to exercise any such right when such right arises as a result of the imposition
of a lien against a Mortgaged Property which lien secures additional
indebtedness or a mechanic's or similar lien not permitted under the related
Mortgage Loan documents unless the Special Servicer shall submit to (A) Fitch
(but only in the case of any Mortgage Loan that has, or any Mortgage Loan that
is part of a Related Borrower Group that has, one of the then-ten highest
outstanding principal balances in the Mortgage Pool), and (B) Standard & Poor's
(in all cases) a copy of the documentation under which any such lien would arise
together with such other information with respect to such proposed waiver as the
Special Servicer deems appropriate or as such Rating Agency may reasonably
request, and shall obtain Rating Agency Confirmation from Fitch (in the case of
any Mortgage Loan described in clause (A) above) and Standard & Poor's prior to
waiving any such right; provided, however, that Fitch may, within five (5)
Business Days of its receipt of a copy of such documentation and such
information, reasonably request additional information with respect to such
waiver or reasonably object to such waiver, and if the Special Servicer shall
not

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have received any such request for additional information or any such objections
to the waiver within such five (5) Business Days and shall not have received
such Rating Agency Confirmation from Fitch within ten (10) Business Days of such
Rating Agency's receipt of a copy of such documentation and such information,
such Rating Agency Confirmation shall be deemed to have been delivered to the
Special Servicer by Fitch.

   (c) With respect to any Mortgage Loan which permits release of Mortgaged
Properties through a Defeasance Option, the Master Servicer shall, to the extent
consistent with and permitted by the applicable Mortgage Loan documents, permit
(or, if the terms of such Mortgage Loan permit the lender to require defeasance,
the Master Servicer shall require) the exercise of such Defeasance Option on any
Due Date occurring more than two years after the Startup Day (the "Release
Date"), subject to the following conditions:

      (i) No event of default exists under the related Mortgage Note;

      (ii) The Mortgagor pays on such Release Date (A) all interest accrued and
   unpaid on the Principal Balance of the Mortgage Note to and including the
   Release Date; (B) all other sums, excluding scheduled interest or principal
   payments due under the Mortgage Note and (C) any costs and expenses incurred
   in connection with such release;

      (iii) The Mortgagor has delivered Defeasance Collateral providing payments
   on or prior to all successive scheduled payment dates from the Release Date
   to the related Maturity Date, and in an amount equal to or greater than the
   scheduled payments due on such dates under the Mortgage Loan;

      (iv) The Mortgagor shall have delivered a security agreement granting the
   Trust Fund a first priority security interest in the Defeasance Collateral;

      (v) The Master Servicer shall have received an Opinion of Counsel from the
   related Mortgagor (which shall be an expense of the related Mortgagor) to the
   effect that the Trust Fund has a first priority security interest in the
   Defeasance Collateral and that the assignment thereof is valid and
   enforceable;

      (vi) The Master Servicer shall have obtained at the related Mortgagor's
   expense a certificate from an Independent certified public accountant
   certifying that the Defeasance Collateral complies with the requirements of
   the related Mortgage Note;

      (vii) The Master Servicer shall have obtained an Opinion of Counsel from
   the related Mortgagor to the effect that such release will not cause any of
   REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that
   any Certificates are outstanding or cause a tax to be imposed on the Trust
   Fund under the REMIC Provisions;

      (viii) The related borrower shall have provided evidence to the Master
   Servicer demonstrating that the lien of the related Mortgage is being
   released to facilitate the disposition of the Mortgaged Property or another
   customary commercial transaction,


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   and not as part of an arrangement to collateralize the Certificates issued by
   the related REMIC with obligations that are not real estate mortgages;

      (ix) If required by the terms of such Mortgage Loan, (A) the Master
   Servicer shall have received Rating Agency Confirmation from Standard &
   Poor's with respect to the exercise of such Defeasance Option, provided that
   if the Master Servicer provides Standard & Poor's with the written
   certification substantially in the form of Exhibit O attached hereto, the
   Master Servicer shall be required to have received such Rating Agency
   Confirmation from Standard & Poor's only as to any Mortgage Loan that has an
   outstanding principal balance in excess of the lesser of (1) $5,000,000 or
   (2) 1% of the then outstanding principal balance of the Mortgage Pool, and
   (B) the Master Servicer shall have received Rating Agency Confirmation from
   Fitch with respect to the exercise of such Defeasance Option only as to any
   Mortgage Loan that has, or any Mortgage Loan that is part of a Related
   Borrower Group that has, one of the then-ten highest outstanding principal
   balances in the Mortgage Pool; and

      (x) if the Defeasance Option is being exercised to release less than all
   of the Mortgaged Properties securing either a Cross-Collateralized Mortgage
   Loan or a Mortgage Loan secured by multiple Mortgaged Properties, the related
   borrower shall have provided evidence satisfactory to both the Master
   Servicer and the Special Servicer that demonstrates compliance with any debt
   service coverage ratio, loan-to-value ratio or other financial tests or
   conditions specified in the applicable Mortgage Loan in connection with the
   exercise of such Defeasance Option.

   (d) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan, any sale or other transfer of the related
Mortgaged Property or the creation of any additional lien or other
encumbrance with respect to such Mortgaged Property.

   (e) Except as otherwise permitted by Section 3.20, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term
of any Mortgage Loan in connection with the taking of, or the failure to take,
any action pursuant to this Section 3.08.

   (f) In the event that the Master Servicer receives a request from any
Mortgagor for consent to (i) the transfer of a Mortgaged Property or assumption
of a Mortgage Loan pursuant to Section 3.08(a) or (ii) the creation of an
additional lien or encumbrance on a Mortgaged Property pursuant to Section
3.08(b), the Master Servicer shall notify the Special Servicer of such request
and furnish to the Special Servicer any applicable transfer, assumption,
encumbrance or related documentation which the Master Servicer has received in
connection with such request.

   SECTION 3.09 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

   (a) The Master Servicer shall notify the Special Servicer of the occurrence
of a Servicing Transfer Event in respect of any Mortgage Loan. The Special
Servicer shall monitor such Specially Serviced Mortgage Loan, evaluate whether
the causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related


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Mortgaged Property, initiate corrective action in cooperation with the Mortgagor
if, in the Special Servicer's judgment, cure is likely, and take such other
actions (including without limitation, negotiating and accepting a discounted
payoff of a Mortgage Loan) as are consistent with the Servicing Standard. If, in
the Special Servicer's judgment, such corrective action has been unsuccessful,
no satisfactory arrangement can be made for collection of delinquent payments,
and the Defaulted Mortgage Loan has not been released from the Trust Fund
pursuant to any provision hereof, then the Special Servicer shall, subject to
subsections (b) through (d) of this Section 3.09, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
property securing such Mortgage Loan. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the Master Servicer and the Special Servicer shall have the
right but not the obligation to expend its own funds toward the restoration of
such property if it shall determine in its reasonable discretion (i) that such
restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to itself for such expenses,
and (ii) that such expenses will be recoverable by the Master Servicer or
Special Servicer, as the case may be, out of the proceeds of liquidation of such
Mortgaged Property, as contemplated in Section 3.05(a). The Special Servicer
(or, subject to Section 3.19(c), the Master Servicer) shall advance all other
costs and expenses incurred by it in any such proceedings, subject to its being
entitled to reimbursement therefor as a Servicing Advance as provided in Section
3.05(a) and further subject to its being entitled to pay out of the related
Liquidation Proceeds any Liquidation Expenses incurred in respect of any
Mortgage Loan, which Liquidation Expenses were outstanding at the time such
proceeds are received. When applicable state law permits the Special Servicer to
select between judicial and non-judicial foreclosure in respect of any Mortgaged
Property, the Special Servicer shall make such selection in a manner consistent
with the Servicing Standard. Nothing contained in this Section 3.09 shall be
construed so as to require the Special Servicer, on behalf of the Trust Fund, to
make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding
that is in excess of the fair market value of such property, as determined by
the Special Servicer in its sole judgment taking into account the factors
described in Section 3.18(e) and the results of any Appraisal obtained pursuant
to this Agreement, all such bids to be made in a manner consistent with the
Servicing Standard. If and when the Master Servicer or the Special Servicer
deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, the Master Servicer or the
Special Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property (the cost of which Appraisal shall be
covered by, and reimbursable as, an Additional Trust Fund Expense).

   (b) The Special Servicer shall not acquire any personal property pursuant to
this Section 3.09 (with the exception of cash or cash equivalents pledged as
collateral for a Mortgage Loan) unless either:

      (i) such personal property is incident to real property (within the
   meaning of Section 856(e)(1) of the Code) so acquired by the Special
   Servicer; or

      (ii) the Special Servicer shall have obtained an Opinion of Counsel (the
   cost of which may be withdrawn from the Certificate Account pursuant to
   Section


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   3.05(a)) to the effect that the holding of such personal property by the
   Trust Fund will not (subject to Section 10.01(f)) cause the imposition of a
   tax on the Trust Fund under the REMIC Provisions or cause any of REMIC I,
   REMIC II or REMIC III to fail to qualify as a REMIC at any time that any
   Certificate is outstanding.

   (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trustee, initiate foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, or take any other action with respect to any Mortgaged Property,
if, as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared within the twelve
months preceding such determination by a Person who regularly conducts
Environmental Assessments and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:

      (i) the Mortgaged Property is in compliance with applicable environmental
   laws and regulations or, if not, that acquiring such Mortgaged Property and
   taking such actions as are necessary to bring the Mortgaged Property in
   compliance therewith is reasonably likely to produce a greater recovery to
   Certificateholders on a present value basis than not acquiring such Mortgaged
   Property and not taking such actions; and

      (ii) there are no circumstances or conditions present at the Mortgaged
   Property relating to the use, management or disposal of Hazardous Materials
   for which investigations, testing, monitoring, containment, clean-up or
   remediation could be required under any applicable environmental laws and
   regulations or, if such circumstances or conditions are present for which any
   such action could be required, that acquiring such Mortgaged Property and
   taking such actions with respect to such Mortgaged Property is reasonably
   likely to produce a greater recovery to Certificateholders on a present value
   basis than not acquiring such Mortgaged Property and not taking such actions.

The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence, may be withdrawn from the Certificate
Account by the Master Servicer at the direction of the Special Servicer as an
expense of the Trust Fund pursuant to Section 3.05(a); and if any such
Environmental Assessment so warrants, the Special Servicer shall, at the expense
of the Trust Fund, perform such additional environmental testing as are
consistent with the Servicing Standard to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied.

   (d) If the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not


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been satisfied with respect to any Mortgaged Property securing a Defaulted
Mortgage Loan, then the Special Servicer shall take such action as it deems to
be in the best economic interest of the Trust Fund (other than proceeding to
acquire title to the Mortgaged Property) and is hereby authorized at such time
as it deems appropriate to release all or a portion of such Mortgaged Property
from the lien of the related Mortgage.

   (e) The Special Servicer shall provide written reports monthly to the Master
Servicer (who shall forward such reports to the Trustee, who shall forward such
reports to the Certificateholders) regarding any actions taken by the Special
Servicer with respect to any Mortgaged Property securing a Defaulted Mortgage
Loan as to which the environmental testing contemplated in subsection (c) above
has revealed that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied, in each case until the
earliest to occur of satisfaction of both such conditions, removal of the
related Mortgage Loan from the Trust Fund and release of the lien of the related
Mortgage on such Mortgaged Property.

   (f) The Special Servicer shall report to the Internal Revenue Service and the
related Mortgagor, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed, information returns with respect to the receipt of mortgage
interests received in a trade or business and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050J, 6050H and 6050P, respectively, of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050J, 6050H and 6050P of the Code. The Special
Servicer shall deliver a copy of any such report upon request to the Trustee.

   (g) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of the maintenance of an action to
obtain a deficiency judgment if the state in which the Mortgaged Property is
located and the terms of the Mortgage Loan permit such an action.

   (h) The Special Servicer shall maintain accurate records of each Final
Recovery Determination in respect of a Defaulted Mortgage Loan or REO Property
and the basis thereof. Each Final Recovery Determination shall be evidenced by
an Officer's Certificate delivered to the Trustee no later than the 10th
Business Day following such Final Recovery Determination.

   SECTION 3.10 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

      (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
   Master Servicer or the Special Servicer of a notification that payment in
   full shall be escrowed in a manner customary for such purposes, the Master
   Servicer or the Special Servicer, as the case may be, will immediately notify
   the Trustee and request delivery of the related Mortgage File. Any such
   notice and request shall be in the form of a Request for Release signed by a
   Servicing Officer and shall include a statement to the effect that all
   amounts received or to be received in connection with such payment which are
   required to be deposited in the Certificate Account pursuant to Section
   3.04(a) have been or will be so deposited. Within seven Business Days (or
   within such shorter period as release can reasonably be accomplished if the
   Master Servicer or the Special Servicer notifies the Trustee of an exigency)
   of receipt of such notice and request, the


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Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or the Special Servicer, whichever
requested it. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.

   (b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Master Servicer or the Special Servicer may deliver to the
Trustee a Request for Release signed by a Servicing Officer thereof. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited
into the Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, the Request
for Release shall be released by the Trustee to the Master Servicer or the
Special Servicer, as applicable.

   (c) Within three Business Days (or within such shorter period as delivery can
reasonably be accomplished if the Special Servicer notifies the Trustee of an
exigency) of receipt thereof, the Trustee shall execute and deliver to the
Special Servicer any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

   SECTION 3.11 SERVICING COMPENSATION; NONRECOVERABLE SERVICING ADVANCES.

   (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate and shall be computed on the same
basis and the same principal amount respecting which any related interest
payment due on such Mortgage Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing
Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest
on each Mortgage Loan, REO Revenues allocable as interest on each REO Loan and
the interest portion of Delinquency Advances on each Mortgage Loan and REO Loan.
The Master Servicer shall be entitled to recover unpaid Servicing Fees in
respect of any Mortgage Loan or REO Loan out of


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<PAGE>

that portion of related Insurance Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a). The right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.


   (b) Additional servicing compensation in the form of assumption fees,
modification fees, earnout fees, charges for beneficiary statements or demands,
amounts collected for checks returned for insufficient funds and any similar or
ancillary fees (excluding any other amounts relating to Prepayment Premiums), in
each case to the extent actually paid by a Mortgagor with respect to a Mortgage
Loan that is not a Specially Serviced Mortgage Loan, is not required to be
deposited in the Certificate Account and, to the extent not required to be paid
to the Special Servicer pursuant to Section 3.11(d), may be retained by the
Master Servicer. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) any Prepayment Interest Excesses,
Balloon Payment Interest Excesses, and further to the extent received on
Mortgage Loans other than Specially Serviced Mortgage Loans, any Penalty Charges
not allocable to pay Advance Interest collected on the Mortgage Loans; (ii)
interest or other income earned on deposits in the Investment Accounts (other
than the REO Account), in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to each such
Investment Account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or under the related
Mortgage, any interest or other income earned on deposits in the Servicing
Accounts and Reserve Accounts maintained thereby. The Master Servicer shall be
required to pay out of its own funds all overhead and general and administrative
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of
Sub-Servicers retained by it and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

   (c) As compensation for its activities hereunder, the Special Servicer shall
be entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and each REO Loan. As to each Specially Serviced Mortgage
Loan and each REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate on the same basis and the same principal
amount respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The
Special Servicing Fee with respect to each such Specially Serviced Mortgage Loan
and each REO Loan shall cease to accrue as of the date a Liquidation Event
occurs in respect thereof. As to each such Specially Serviced Mortgage Loan and
each REO Loan, earned but unpaid Special Servicing Fees shall be payable monthly
out of general collections on the Mortgage Loans and any REO Properties on
deposit in the Certificate Account pursuant to Section 3.05(a).

   As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate
to, each collection of interest and principal received on such Mortgage Loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a
Servicing Transfer Event


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<PAGE>

occurs with respect thereto or if the related Mortgaged Property becomes an REO
Property; provided that a new Workout Fee will become payable if and when such
Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer
is terminated other than for cause or resigns in accordance with Section 6.04,
it shall retain the right to receive any and all Workout Fees payable in respect
of Mortgage Loans that became Corrected Mortgage Loans during the period that it
acted as Special Servicer and were still such at the time of such termination or
resignation (and the successor Special Servicer shall not be entitled to any
portion of such Workout Fees), in each case until the Workout Fee for any such
loan ceases to be payable in accordance with the preceding sentence.

   As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive a Liquidation Fee with respect to each
Specially Serviced Mortgage Loan or REO Property as to which it receives any
full or discounted payoff or any Liquidation Proceeds (other than in
connection with the purchase of any such Specially Serviced Mortgage Loan or
REO Property by the Special Servicer or the Majority Certificateholder of the
Controlling Class pursuant to Section 3.18 or by the Master Servicer or the
Depositor pursuant to Section 3.18 or by the Master Servicer or the Depositor
pursuant to Section 9.01). As to each such Specially Serviced Mortgage Loan
or REO Property, the Liquidation Fee shall be payable from, and shall be
calculated by application of the Liquidation Fee Rate to, such full or
discounted payoff and/or such Liquidation Proceeds. No Liquidation Fee will
be payable with respect to any Specially Serviced Mortgage Loan solely by
virtue of such Mortgage Loan becoming a Corrected Mortgage Loan.
Notwithstanding anything herein to the contrary, no Liquidation Fee will be
payable from, or based upon the receipt of, Liquidation Proceeds collected as
a result of any purchase of a Specially Serviced Mortgage Loan or REO
Property described in the parenthetical to the first sentence of this
paragraph; provided, however, that if any such Liquidation Proceeds are
received with respect to any Corrected Mortgaged Loan, and the Special
Servicer is properly entitled to a Workout Fee therefrom, such Workout Fee
will be payable based on and from the portion of such Liquidation Proceeds
that constitute principal and/or interest.

   Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds on or with respect to such Mortgage Loan.

   Subject to the Special Servicer's right to employ Sub-Servicers, the
Special Servicer's right to receive the Special Servicing Fee, the Workout
Fee and/or the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

   (d) Additional servicing compensation in the form of (i) all assumption
fees and modification fees received on or with respect to Specially Serviced
Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and
earnout fees received on or with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans shall be promptly paid by the Master
Servicer to the Special Servicer and shall not be required to be deposited in
the Certificate Account pursuant to Section 3.04(a). Additional servicing
compensation in the form of assumption fees, earnout fees and modification
fees that the Master Servicer is entitled to and that are collected by the
Special Servicer, shall be paid promptly to the Master Servicer by the



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Special Servicer. The Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income
earned on deposits in the REO Account, any Servicing Accounts and any Reserve
Accounts maintained thereby; and (ii) to the extent not required to be paid
to the Master Servicer as additional servicing compensation pursuant to
Section 3.11(b), any Penalty Charges (to the extent not allocable to pay
Advance Interest) collected on the Specially Serviced Mortgage Loans and REO
Loans. The Special Servicer shall be required to pay out of its own funds all
overhead and general and administrative expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation,
payment of any amounts due and owing to any Sub-Servicers retained by it and
the premiums for any blanket policy obtained by it insuring against hazard
losses pursuant to Section 3.07(b)), if and to the extent such expenses are
not payable directly out of the Certificate Account or the REO Account, and
the Special Servicer shall not be entitled to reimbursement except as
expressly provided in this Agreement.

   (e) If the Master Servicer or Special Servicer is required under this
Agreement to make a Servicing Advance, but neither does so within 15 days after
such Advance is required to be made, the Trustee shall, to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure by the
Master Servicer or the Special Servicer to make such Advance (subject to Section
3.11(h) below), make such Advance.

   (f) The Master Servicer, the Special Servicer and the Trustee shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of each Servicing Advance made thereby for so long
as such Servicing Advance is outstanding, payable, first, out of Penalty Charges
received on the Mortgage Loan or REO Loan as to which such Servicing Advance was
made and, then, once such Servicing Advance has been reimbursed pursuant to
Section 3.05, out of general collections on the Mortgage Loans and REO
Properties.

   (g) On each Master Servicer Remittance Date, the Master Servicer shall pay
from the related Servicing Fee each Broker Strip Amount by wire transfer in
immediately available funds to an account designated by the Strip Holder.

   (h) Notwithstanding anything to the contrary set forth herein, none of the
Master Servicer, the Special Servicer or the Trustee shall be required to make
any Servicing Advance that it determines in its reasonable, good faith judgment
would constitute a Nonrecoverable Servicing Advance; provided, however, that the
Special Servicer may make an Emergency Advance notwithstanding that, at the time
such Advance is made, the Special Servicer may not have adequate information
available in order to make a determination whether or not such advance would, if
made, be a Nonrecoverable Servicing Advance. In addition, Nonrecoverable
Servicing Advances (including any Emergency Advances made pursuant to the
proviso of the preceding sentence which are ultimately determined to be
Nonrecoverable Servicing Advances) shall be reimbursable pursuant to Section
3.05 out of general collections on the Mortgage Loans and REO Properties on
deposit in the Certificate Account. The determination by the Master Servicer,
the Special Servicer or, if applicable, the Trustee, that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by
an Officer's Certificate delivered


                                       96
<PAGE>

promptly to the Trustee (or, if applicable, retained thereby) and the Depositor,
setting forth the basis for such determination, together with (if such
determination is prior to the liquidation of the related Mortgage Loan or REO
Property) a copy of an Appraisal of the related Mortgaged Property or REO
Property, as the case may be, if an Appraisal shall have been performed within
the twelve months preceding such determination, and further accompanied by any
other information, including, without limitation, engineers' reports,
environmental surveys, inspection reports, rent rolls, income and expense
statements or similar reports, that the Master Servicer or the Special Servicer
may have obtained and that supports such determination. If such an Appraisal
shall not have been required and performed pursuant to the terms of this
Agreement, the Master Servicer, the Special Servicer or the Trustee, as the case
may be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund. The Trustee
shall be entitled to rely on any determination of nonrecoverability that may
have been made by the Master Servicer or the Special Servicer with respect to a
particular Servicing Advance, and the Master Servicer shall be entitled to rely
on any determination of nonrecoverability that may have been made by the Special
Servicer with respect to a particular Servicing Advance.

   SECTION 3.12 INSPECTIONS; COLLECTION OF FINANCIAL STATEMENTS.

   (a) The Master Servicer shall perform (or cause to be performed) a physical
inspection of each Mortgaged Property (other than Mortgaged Properties
constituting collateral for Specially Serviced Mortgaged Loans) at such times
and in such manner as are consistent with the Servicing Standard, but in any
event at least once every two years or, if the related Mortgage Loan has a
current balance of greater than $2,000,000, at least once every year. The Master
Servicer shall prepare (or cause to be prepared) a written report of each such
inspection detailing the condition of the Mortgaged Property and specifying the
existence of (i) any vacancy in the Mortgaged Property evident from such
inspection that the Master Servicer deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property evident from such inspection, (iii) any
adverse change in the condition or value of the Mortgaged Property evident from
such inspection that the Master Servicer deems material, or (iv) any waste
committed on the Mortgaged Property evident from such inspection. The Master
Servicer, upon request, shall deliver to the Trustee a copy of each such written
report.

   (b) The Special Servicer shall perform (or cause to be performed) a physical
inspection of each Mortgaged Property constituting collateral for a Specially
Serviced Mortgage Loan at such times and in such manner as are consistent with
the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced
Mortgage Loan, then as soon as practicable (and in any event within 90 days
thereafter) the Special Servicer shall perform (or cause to be performed) a
physical inspection of each Mortgaged Property constituting collateral for such
Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a
written report of each such inspection detailing the condition of the Mortgaged
Property and specifying the existence of (i) any vacancy in the Mortgaged
Property evident from such inspection that the Special Servicer deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property evident from
such inspection, (iii) any adverse change in the condition or value of the
Mortgaged Property evident from such inspection that the Special Servicer deems
material, or (iv) any waste committed on the Mortgaged Property evident from
such inspection. The Special


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Servicer, upon request, shall deliver to the Trustee and the Master Servicer a
copy of each such written report.

   (c) The Master Servicer (or, in the case of Specially Serviced Mortgage
Loans, the Special Servicer) shall make reasonable efforts to collect promptly
from each Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly
and annual operating statements and rent rolls of the related Mortgaged
Property. In addition, the Special Servicer shall make reasonable efforts to
obtain quarterly and annual operating statements and rent rolls with respect to
each REO Property. The Master Servicer and Special Servicer, upon request, shall
each deliver copies of the collected items to the other such party and the
Trustee in each case within 10 days of its receipt of such request.

   SECTION 3.13 ANNUAL STATEMENT AS TO COMPLIANCE.

   Each of the Master Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Depositor, on or before April 30th of each year,
beginning in 2002, an Officer's Certificate stating, as to the signer thereof,
that (i) a review of the activities of the Master Servicer or the Special
Servicer, as the case may be, during the preceding calendar year and of its
performance under this Agreement has been made under such officer's supervision,
(ii) to the best of such officer's knowledge, based on such review, the Master
Servicer or the Special Servicer, as the case may be, has fulfilled in all
material respects its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and (iii) the Master Servicer or the Special Servicer, as the case may
be, has received no notice regarding qualification, or challenging the status,
of the Trust Fund as a REMIC or of the Grantor Trust as a "grantor trust" under
the Grantor Trust Provisions from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the details thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders upon written request to the Trustee pursuant to Section 8.12
hereof.

   SECTION 3.14 REPORTS BY INDEPENDENT PUBLIC ACCOUNTANTS.

   On or before April 30th of each year, beginning in 2002, the Master
Servicer at its expense shall cause a firm of independent public accountants
(which may also render other services to the Master Servicer) and that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee and to the Depositor to the effect that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Master Servicer, which includes an assertion that the
Master Servicer has complied with certain minimum mortgage loan servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans), identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with
respect to the servicing of commercial and multifamily mortgage loans during
the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established
by the American Institute of Certified Public Accountants, such
representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Sub-Servicers,


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upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Sub-Servicers.

   The Special Servicer will deliver an annual accountants' report only if,
and in such form as may be, requested by the Rating Agencies or if the
Special Servicer and the Master Servicer are not the same Person.

   The Master Servicer and the Special Servicer, to the extent applicable,
will use reasonable efforts to cause the accountants referred to above to
cooperate with the Depositor in conforming any reports delivered pursuant to
this Section 3.14 to requirements imposed by the Commission on the Depositor
in connection with the Commission's issuance of a no-action letter relating
to the Depositor's reporting requirements in respect of the Trust Fund
pursuant to the Exchange Act.

   SECTION 3.15 ACCESS TO CERTAIN INFORMATION.

   Each of the Master Servicer and the Special Servicer shall provide or
cause to be provided to the Trustee, and to the OTS, the FDIC, and any other
federal or state banking or insurance regulatory authority that may exercise
authority over any Certificateholder, access to any documentation regarding
the Mortgage Loans and the Trust Fund within its control which may be
required by this Agreement or by applicable law. Such access shall be
afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Master Servicer or the
Special Servicer, as the case may be, designated by it.

   SECTION 3.16 TITLE TO REO PROPERTY; REO ACCOUNT.

   (a) If title to any REO Property is acquired, the deed or certificate of sale
shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
attempt to sell any REO Property prior to the close of the third taxable year of
the Trust Fund following the taxable year in which the Trust Fund acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) is granted an extension of time (an "REO
Extension") by the Internal Revenue Service to sell such REO Property or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Special Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to the close of such period will not (subject to Section
10.01(f)) result in the imposition of taxes on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or
any applicable state or local) income tax purposes) at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such longer liquidation period as is permitted by such REO Extension or such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of


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Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Certificate Account pursuant to
Section 3.05(a).

   (b) The Special Servicer shall cause all funds collected and received in
connection with any REO Property to be held separate and apart from its own
funds and general assets. If any REO Acquisition shall occur, the Special
Servicer shall establish and maintain (or cause to be established and
maintained) one or more accounts (collectively, the "REO Account"), to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders, for
the retention of revenues and other proceeds derived from each REO Property. The
REO Account shall be an Eligible Account and may consist of one account for some
or all of the REO Properties. The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, within two Business Days of receipt, all REO
Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom)
and Insurance Proceeds received in respect of an REO Property. The Special
Servicer is authorized to pay out of related Liquidation Proceeds any
Liquidation Expenses incurred in respect of an REO Property and outstanding at
the time such proceeds are received. Funds in the REO Account may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from the REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the REO Account for any Collection Period). The Special
Servicer shall give notice to the Trustee and the Master Servicer of the
location of any REO Account when first established and of the new location of
such REO Account prior to any change thereof.

   (c) The Special Servicer shall cause all funds necessary for the proper
operation, management, maintenance, disposition and liquidation of any REO
Property to be withdrawn from the REO Account, but only to the extent of amounts
on deposit in the REO Account relating to such REO Property. Within one Business
Day following the end of each Collection Period, the Special Servicer shall
withdraw from the REO Account and deposit into the Certificate Account or
deliver to the Master Servicer (which shall deposit such amounts into the
Certificate Account) the aggregate of all amounts received in respect of each
REO Property during such Collection Period, net of any withdrawals made out of
such amounts pursuant to Section 3.16 (b) or this Section 3.16(c); provided that
the Special Servicer may retain in the REO Account such portion of proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management, maintenance and disposition of the related REO
Property (including without limitation the creation of a reasonable reserve for
repairs, replacements and necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period.

   (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

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   SECTION 3.17 MANAGEMENT OF REO PROPERTY; INDEPENDENT CONTRACTORS.

   (a) Prior to the acquisition of title to any Mortgaged Property securing a
Defaulted Mortgage Loan, the Special Servicer shall review the operation of such
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review, in its good faith and reasonable judgment,
that:

      (i) None of the income from Directly Operating such Mortgaged Property
   would be subject to tax as "net income from foreclosure property" within the
   meaning of the REMIC Provisions or would be subject to the tax imposed on
   "prohibited transactions" under Section 860F of the Code (either such tax
   referred to herein as an "REO Tax"), such Mortgaged Property may be Directly
   Operated by the Special Servicer as REO Property;

      (ii) Directly Operating such Mortgaged Property as an REO Property could
   result in income from such property that would be subject to an REO Tax, but
   that a lease of such property to another party to operate such property, or
   the performance of some services by an Independent Contractor with respect to
   such property, or another method of operating such property would not result
   in income subject to an REO Tax, then the Special Servicer may (provided,
   that in the good faith and reasonable judgment of the Special Servicer, it is
   commercially feasible) acquire such Mortgaged Property as REO Property and so
   lease or operate such REO Property; or

      (iii) Directly Operating such property as REO Property could result in
   income subject to an REO Tax and, in the good faith and reasonable judgment
   of the Special Servicer, that no commercially feasible means exists to
   operate such property as REO Property without the Trust Fund incurring or
   possibly incurring an REO Tax on income from such property, the Special
   Servicer shall deliver to the Trustee, in writing, a proposed plan (the
   "Proposed Plan") to manage such property as REO Property. Such plan shall
   include potential sources of income, and to the extent commercially feasible,
   estimates of the amount of income from each such source. Within a reasonable
   period of time after receipt of such plan, the Trustee shall consult with the
   Special Servicer and shall advise the Special Servicer of the Trust Fund's
   federal income tax reporting position with respect to the various sources of
   income that the Trust Fund would derive under the Proposed Plan. In addition,
   the Trustee shall (to the maximum extent possible) advise the Special
   Servicer of the estimated amount of taxes that the Trust Fund would be
   required to pay with respect to each such source of income. After receiving
   the information described in the two preceding sentences from the Trustee,
   the Special Servicer shall either (A) implement the Proposed Plan (after
   acquiring the respective Mortgaged Property as REO Property) or (B) manage
   and operate such property in a manner that would not result in the imposition
   of an REO Tax on the income derived from such property.

   The Special Servicer's decision as to how each REO Property shall be
managed and operated shall in any event be based on the good faith and
reasonable judgment of the


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Special Servicer as to which means would (to the extent commercially feasible)
maximize the net after-tax REO Revenues received by the Trust Fund with respect
to such property without materially and adversely affecting the Special
Servicer's ability to sell such REO Property in accordance with this Agreement
and, to the extent consistent with the foregoing, in accordance with the
Servicing Standard. Both the Special Servicer and the Trustee may consult with
counsel knowledgeable in such matters at the expense of the Trust Fund in
connection with determinations required under this Section 3.17(a). Neither the
Special Servicer nor the Trustee shall be liable to the Certificateholders, the
Trust Fund, the other parties hereto or each other for errors in judgment made
in good faith in the reasonable exercise of their discretion while performing
their respective responsibilities under this Section 3.17(a) or, to the extent
it relates to federal income tax consequences for the Trust Fund, Section
3.17(b) below. Nothing in this Section 3.17(a) is intended to prevent the sale
of a Defaulted Mortgage Loan or REO Property pursuant to the terms and subject
to the conditions of Section 3.18.

   (b) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect and operate such REO Property for the benefit of the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or,
except as permitted by Section 3.17(a), result in the receipt by the Trust Fund
of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (as determined by the Special Servicer in its
good faith and reasonable judgment) and, consistent therewith, shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to each REO Property, funds necessary for the proper operation, management,
maintenance and disposition of such REO Property, including, without limitation:

      (i) all insurance premiums due and payable in respect of such REO
   Property;

      (ii) all real estate taxes and assessments in respect of such REO Property
   that may result in the imposition of a lien thereon;

      (iii) any ground rents in respect of such REO Property; and

      (iv) all costs and expenses necessary to maintain such REO Property.

   To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in the prior
sentence with respect to such REO Property, the Special Servicer shall
advance such amount as is necessary for such purposes (which advances shall
be Servicing Advances) unless (as evidenced by an Officer's Certificate
delivered to the Trustee) such advances would, if made, constitute
Nonrecoverable Servicing Advances; provided, however, that the Special
Servicer shall make any such Servicing Advance if it is a necessary fee or
expense incurred in connection with the defense or prosecution of legal
proceedings and such advance will be deemed to constitute a recoverable
Servicing Advance.

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   (c) The Special Servicer may contract with any Independent Contractor for the
operation and management of any REO Property, provided that:

      (i) the terms and conditions of any such contract may not be inconsistent
   herewith and shall reflect an agreement reached at arm's length;

      (ii) the fees of such Independent Contractor (which shall be an expense of
   the Trust Fund) shall be reasonable and customary in light of the nature and
   locality of the REO Property;

      (iii) any such contract shall require, or shall be administered to
   require, that the Independent Contractor (A) pay, out of related REO
   Revenues, all costs and expenses incurred in connection with the operation
   and management of such REO Property, including, without limitation, those
   listed in subsection (b) hereof, and (B) remit all related REO Revenues (net
   of its fees and such costs and expenses) to the Special Servicer;

      (iv) none of the provisions of this Section 3.17(c) relating to any such
   contract or to actions taken through any such Independent Contractor shall be
   deemed to relieve the Special Servicer of any of its duties and obligations
   hereunder with respect to the operation and management of any such REO
   Property; and

      (v) the Special Servicer shall be obligated with respect thereto to the
   same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of such REO Property.

   The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.

   SECTION 3.18 SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.

   (a) The parties hereto may sell or purchase, or permit the sale or purchase
of, a Mortgage Loan or REO Property only on the terms and subject to the
conditions set forth in this Section 3.18 or as otherwise expressly provided in
or contemplated by Sections 2.03(a) and 9.01.


   (b) In the event that any Mortgage Loan becomes a Defaulted Mortgage Loan and
the Special Servicer has determined in good faith that such Defaulted Mortgage
Loan will become subject to foreclosure proceedings, the Special Servicer shall
promptly so notify, in writing, the Master Servicer and the Trustee, and the
Trustee shall so notify, in writing, within 10 days after receipt of its notice,
the Holders of the Controlling Class. The Majority Certificateholder of the
Controlling Class may at its (or their) option purchase from the Trust Fund, at
a price equal to the Purchase Price, any such Defaulted Mortgage Loan. The
Purchase Price for any Defaulted Mortgage Loan purchased hereunder shall be
deposited into the Certificate Account, and the Trustee, upon receipt of an
Officer's Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Majority
Certificateholder of the Controlling Class (or any designee thereof) the related


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Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Majority Certificateholder of the Controlling Class (or any designee thereof)
ownership of such Defaulted Mortgage Loan (subject, in the case of an Additional
Servicing Fee Mortgage Loan, to the rights of the applicable Designated
Sub-Servicer to sub-service such Mortgage Loan and the rights of the applicable
Designated Sub-Servicer, Archon Financial, L.P. and the Master Servicer, as
applicable, to receive or retain their applicable portion of the Additional
Servicing Fee, in each case, pursuant to the related Designated Sub-Servicer
Agreement). In connection with any such purchase, the Special Servicer shall
deliver the related Credit File to such Certificateholder(s).

   (c) If the Majority Certificateholder of the Controlling Class has not
purchased any Defaulted Mortgage Loan within 15 days of its having received
notice in respect thereof pursuant to the immediately preceding subsection (b),
either the Special Servicer or, subject to the Special Servicer's prior rights
in such regard, the Master Servicer may at its option, within 15 days after
receipt of such notice, purchase such Defaulted Mortgage Loan from the Trust
Fund, at a price equal to the Purchase Price. The Purchase Price for any
Defaulted Mortgage Loan purchased hereunder shall be deposited into the
Certificate Account, and the Trustee, upon receipt of an Officer's Certificate
from the Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Master Servicer or the Special Servicer,
as applicable, the related Mortgage File, and shall execute and deliver at the
expense of the purchasing party such instruments of transfer or assignment, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Master Servicer or the Special Servicer, as applicable, such
Defaulted Mortgage Loan (subject, in the case of an Additional Servicing Fee
Mortgage Loan, to the rights of the applicable Designated Sub-Servicer to
sub-service such Mortgage Loan and the rights of the applicable Designated
Sub-Servicer, Archon Financial, L.P. and the Master Servicer, as applicable, to
receive or retain their applicable portion of the Additional Servicing Fee, in
each case, pursuant to the related Designated Sub-Servicer Agreement). In
connection with any such purchase by the Master Servicer, the Special Servicer
shall deliver the related Credit File to the Master Servicer.

   (d) The Special Servicer may offer to sell any Defaulted Mortgage Loan not
otherwise purchased by the Majority Certificateholder of the Controlling Class,
the Master Servicer or the Special Servicer pursuant to subsection (b) or (c)
above (and subject to the rights of Designated Sub-Servicers as set forth
therein), if and when the Special Servicer determines, consistent with the
Servicing Standard, that such a sale would produce a greater recovery to
Certificateholders on a present value basis than would liquidation of the
related Mortgaged Property. Such offering shall be made in a commercially
reasonable manner (which, for purposes hereof, includes an offer to sell without
representation or warranty other than customary warranties of title, loan
status, condition and similar customary matters, if liability for breach thereof
is limited to recourse against the Trust Fund) for a period of not less than 10
days or more than 90 days. Unless the Special Servicer determines that
acceptance of any offer would not be in the best economic interests of the Trust
Fund, the Special Servicer shall accept the highest cash offer received from any
Person that constitutes a fair price for such Mortgage Loan. In the absence of
any offer determined as provided below to be fair, the Special Servicer shall
proceed with respect to such Defaulted Mortgage Loan in accordance with Section
3.09 and, otherwise, in accordance with the Servicing Standard.

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   The Special Servicer shall use reasonable efforts to solicit offers for each
REO Property on behalf of the Certificateholders, in such manner as will be
reasonably likely to realize a fair price within the time period provided for by
Section 3.16(a). The Special Servicer shall accept the first (and, if multiple
bids are contemporaneously received, highest) cash bid received from any Person
that constitutes a fair price for such REO Property. If the Special Servicer
determines, in its good faith and reasonable judgment, that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.16(a), then the Special Servicer shall dispose of such REO Property
upon such terms and conditions as the Special Servicer shall deem necessary and
desirable to maximize the recovery thereon under the circumstances and, in
connection therewith, shall accept the highest outstanding cash bid, regardless
of from whom received. The Liquidation Proceeds (net of related Liquidation
Expenses) for any REO Property purchased hereunder shall be deposited in the
Certificate Account, except that any portion of proceeds consisting of Excess
Liquidation Proceeds shall be deposited in the Excess Liquidation Proceeds
Reserve Account.

   The Special Servicer shall give the Trustee and the Master Servicer not
less than three Business Days' prior written notice of its intention to sell
any Defaulted Mortgage Loan or REO Property. No Interested Person shall be
obligated to submit a bid to purchase any Defaulted Mortgage Loan or REO
Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Defaulted Mortgage Loan or any REO Property pursuant hereto.

   (e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer, if the highest bidder
is a Person other than an Interested Person, and by the Trustee, if the
highest bidder is an Interested Person; provided, however, that no bid from
an Interested Person shall constitute a fair price unless (i) it is the
highest bid received and (ii) at least two other bids are received from
independent third parties. In determining whether any offer received from an
Interested Person represents a fair price for any such Mortgage Loan or REO
Property, the Trustee shall be supplied with and shall rely on the most
recent Appraisal or updated Appraisal conducted in accordance with this
Agreement within the preceding 12-month period or, in the absence of any such
Appraisal, on a narrative appraisal prepared by a Qualified Appraiser
retained by the Special Servicer. Such appraiser shall be selected by the
Special Servicer if the Special Servicer is not making an offer with respect
to a Defaulted Mortgage Loan or REO Property and shall be selected by the
Master Servicer if the Special Servicer is making such an offer. The cost of
any such narrative appraisal shall be covered by, and shall be reimbursable
as, a Servicing Advance. In determining whether any offer from a Person other
than an Interested Person constitutes a fair price for any such Mortgage Loan
or REO Property, the Special Servicer shall take into account (in addition to
the results of any Appraisal, updated Appraisal or narrative Appraisal that
it may have obtained pursuant to this Agreement within the prior 12 months),
and in determining whether any offer from an Interested Person constitutes a
fair price for any such Mortgage Loan or REO Property, any appraiser shall be
instructed to take into account, as applicable, among other factors, the
period and amount of any delinquency on the affected Defaulted Mortgage Loan,
the occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The
Purchase Price for any Defaulted Mortgage Loan or REO Property shall in all
cases be deemed a fair price.

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   (f) Subject to subsections (a) through (e) above, the Special Servicer shall
act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage
Loan or REO Property, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer's actual
costs in the preparation and delivery of information pertaining to such sales or
exchanging offers without obligation to deposit such amounts into the
Certificate Account. Any sale of a Defaulted Mortgage Loan or any REO Property
shall be final and without recourse to the Trustee or the Trust Fund (except
such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any prorations applied thereto and any
customary closing matters), and if such sale is consummated in accordance with
the terms of this Agreement, none of the Special Servicer, the Master Servicer,
the Depositor or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or
the Trustee.


   (g) Any sale of a Defaulted Mortgage Loan or any REO Property shall be for
cash only (unless, as evidenced by an Opinion of Counsel, a sale for other
consideration will not cause an Adverse REMIC Event).

   (h) Notwithstanding any of the foregoing paragraphs of this Section 3.18, the
Special Servicer shall not be obligated to accept the highest cash offer if the
Special Servicer determines, in its reasonable and good faith judgment, that
rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the
terms offered by the prospective buyer making the lower offer are more
favorable).

   SECTION 3.19 ADDITIONAL OBLIGATIONS OF THE MASTER SERVICER AND THE SPECIAL
SERVICER.

   (a) In connection with each Adjustable Rate Mortgage Loan (and, if and to the
extent applicable, any successor REO Loan), the Master Servicer shall calculate
adjustments in the Mortgage Rate and the Monthly Payment and shall notify the
Mortgagor of such adjustments, all in accordance with the Mortgage Note and
applicable law. In the event the Index for any Adjustable Rate Mortgage Loan (or
successor REO Loan) is not published or is otherwise unavailable, the Master
Servicer shall select a comparable alternative index with respect to such
Adjustable Rate Mortgage Loan (or successor REO Loan) over which it has no
direct control, which is readily verifiable and which is acceptable under the
terms of the related Mortgage Note.

   (b) The Master Servicer and the Special Servicer, as applicable, shall each
deliver to the other and to the Trustee (for inclusion in the Mortgage File)
copies of all Appraisals, environmental reports and engineering reports (or, in
each case, updates thereof) obtained with respect to any Mortgaged Property or
REO Property.

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   (c) No more frequently than once per calendar month, the Special Servicer may
require the Master Servicer, and the Master Servicer shall be obligated, subject
to the second following paragraph, to reimburse the Special Servicer for any
Servicing Advances made by but not previously reimbursed to the Special
Servicer, and to pay the Special Servicer interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such
reimbursement and any accompanying payment of Advance Interest shall be made
within ten (10) days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Master Servicer's reimbursement to the Special Servicer of any Servicing Advance
and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.19(c), the Master Servicer shall for all purposes of this
Agreement be deemed to have made such Servicing Advance at the same time as the
Special Servicer originally made such Advance, and accordingly, the Master
Servicer shall be entitled to reimbursement for such Advance, together with
interest thereon, at the same time, in the same manner and to the same extent as
the Master Servicer would otherwise have been entitled if it had actually made
such Servicing Advance.

   Notwithstanding anything to the contrary contained in this Agreement, if
the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Advance, such request
to be made in writing and in a timely manner that does not materially and
adversely affect the interests of any Certificateholder. Subject to the
following paragraph, the Master Servicer shall have the obligation to make
any such Servicing Advance that it is requested by the Special Servicer to
make within ten days of the Master Servicer's receipt of such request. The
Special Servicer shall be relieved of any obligations with respect to an
Advance that it requests the Master Servicer to make (regardless of whether
or not the Master Servicer shall make such Advance). The Master Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at
the direction of the Special Servicer, together with Advance Interest
thereon, at the same time, in the same manner and to the same extent as the
Master Servicer is entitled with respect to any other Servicing Advance made
thereby. If the Special Servicer makes any Servicing Advances in accordance
with the terms of this Agreement, the Special Servicer shall notify the
Master Servicer in writing within one Business Day of any such Servicing
Advance.

   Notwithstanding the foregoing provisions of this Section 3.19(c), the
Master Servicer shall not be required to make at the Special Servicer's
direction, or to reimburse the Special Servicer for, any Servicing Advance if
the Master Servicer determines in its reasonable, good faith judgment that
the Servicing Advance which the Special Servicer is directing the Master
Servicer to make or to reimburse to the Special Servicer hereunder either (y)
although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is or would be, if made, a Nonrecoverable Servicing
Advance, or (z) the making of such advance was or would be in violation of
the Servicing Standard or the terms and conditions of this Agreement. The
Master Servicer shall notify the Special Servicer in writing of such
determination. Such notice shall not obligate the Special Servicer to make
any such proposed Servicing Advance.

   (d) Upon the earliest of (i) the date on which any Mortgage Loan becomes a
Modified Mortgage Loan, (ii) the 90th day following the occurrence of any
uncured delinquency in Monthly Payments with respect to any Mortgage Loan,
(iii) the date on which a receiver is


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appointed and continues in such capacity in respect of the Mortgaged Property
securing any Mortgage Loan and (iv) the date on which the Mortgaged Property
securing any Mortgage Loan becomes an REO Property (each such Mortgage Loan and
any related REO Loan, a "Required Appraisal Loan"), the Special Servicer, shall
request and, within 30 days of the occurrence of such event (or such longer
period as the Special Servicer is (as certified thereby to the Trustee in
writing) diligently and in good faith proceeding to obtain such) obtain an
Appraisal of the related Mortgaged Property; provided, however, that such
Appraisal shall not be required if an Appraisal of the Mortgaged Property had
previously been obtained within the prior twelve months, unless the Special
Servicer determines that such previously obtained Appraisal is materially
inaccurate. The cost of any such Appraisal shall be covered by, and reimbursable
as, a Servicing Advance.

   With respect to each Required Appraisal Loan (unless such loan has become
a Corrected Mortgage Loan and no other Servicing Transfer Event, or other
event that would cause the loan to be a Required Appraisal Loan, has
occurred), the Special Servicer shall, within 30 days of each anniversary of
such loan's becoming a Required Appraisal Loan, order an update of the prior
Appraisal (the cost of which will be covered by, and reimbursable as, a
Servicing Advance). Based upon such Appraisal, the Special Servicer shall
determine and report to the Trustee the Appraisal Reduction Amount, if any,
with respect to such loan. The Special Servicer shall deliver a copy of any
such Appraisal to the Master Servicer.

   Notwithstanding the foregoing, if a Required Appraisal Loan has a
principal balance of less than $2,000,000, a desktop estimation of value may
be substituted for any Appraisal otherwise required pursuant to this Section
3.19(d).

   (e) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the aggregate of all
Balloon Payment Interest Shortfalls incurred in connection with Balloon
Payments received in respect of the Mortgage Loans during the most recently
ended Collection Period.

   (f) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the aggregate of
all Prepayment Interest Shortfalls incurred in connection with Principal
Prepayments received in respect of the Mortgage Loans during the most recently
ended Collection Period, and (ii) the aggregate Master Servicing Fees received
by the Master Servicer during such Collection Period.

   (g) With respect to all ARD Loans, the Master Servicer shall apply all
Monthly Payments and any other sums due, in accordance with the terms of the
related ARD Loan.

   (h) Subject to Section 3.20(a)(iv), with respect to all ARD Loans, the Master
Servicer and the Special Servicer shall not take any enforcement action with
respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than request for
collection, until the maturity date of the related Mortgage Loan. The foregoing
shall not limit the Servicer and Special Servicer's obligation to establish or
direct the related Mortgagor to establish a Lock-Box Account pursuant to Section
3.24.

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   (i) The Master Servicer shall be entitled to waive the application of any
provision in any ARD Loan that requires that the property manager of the related
Mortgaged Property be discharged if such ARD Loan is not paid in full on its
Anticipated Repayment Date.

   (j) With respect to each Mortgage Loan that upon the occurrence of certain
events permits the Master Servicer to apply the proceeds of the release of any
earnout reserve to the exercise of a Defeasance Option, the Master Servicer
shall only exercise such Defeasance Option in accordance with Section 3.08 of
this Agreement.

   (k) To the extent consistent with the terms of the applicable Mortgage Loan,
the Master Servicer shall exercise its option to apply any proceeds of the
release of the related earnout reserve to the prepayment or defeasance, as
applicable, of such Mortgage Loan.

   (l) Upon the application of the proceeds of the release of any earnout
reserve to the prepayment of the related Mortgage Loan, the Master Servicer
shall calculate, based upon the Maturity Date, Mortgage Rate and remaining
outstanding principal balance of such Mortgage Loan, a revised schedule upon
which the remaining amount of principal and interest due upon such Mortgage Loan
shall be amortized until its Maturity Date. The Master Servicer shall deliver a
copy of such revised amortization schedule to the related Mortgagor with an
instruction to thereafter make Monthly Payments in accordance with the revised
schedule.

   (m) The Master Servicer shall provide written direction to each lessor under
a Ground Lease requesting that upon any default by the lessee, notice thereof be
provided to the Master Servicer to the extent required by the Ground Lease.

   (n) The Master Servicer and the Special Servicer shall take all such action
as may be required to comply with the terms and conditions precedent to payment
of claims under the Environmental Policy and in order to maintain, in full force
and effect, such policy. Neither the Master Servicer nor the Special Servicer
shall agree to amend the Environmental Policy unless it shall have obtained
Rating Agency Confirmation with respect to such amendment. In addition, the
Master Servicer shall notify each Rating Agency of any claim under the
Environmental Policy.

   (o) With respect to any fees payable to a Rating Agency in connection with an
assumption the Master Servicer or Special Servicer, as applicable, shall not
approve any assumption without requiring the Mortgagor to pay any fees
associated with any Rating Agency Confirmation, to the extent permitted or
required under the applicable Mortgage Loan documents and otherwise consistent
with the Servicing Standard.

   SECTION 3.20 MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS.

   (a) The Master Servicer and the Special Servicer each may agree to any
modification, waiver or amendment of any term of, forgive interest on and
principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the Mortgagor
on or any guarantor of any Mortgage Loan it is required to service and
administer hereunder, without the consent of the Trustee or any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

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      (i) other than as provided in Sections 3.02 and 3.08, the Master Servicer
   (in such capacity) shall not agree to any modification, waiver or amendment
   of any term of, or take any of the other acts referenced in this Section
   3.20(a) with respect to, any Mortgage Loan that would (A) affect the amount
   or timing of any related payment of principal, interest or other amount
   payable thereunder, (B) affect the obligation of the related Mortgagor to pay
   any Prepayment Premium or permit a Principal Prepayment during any period
   when the terms of the Mortgage Loan prohibit the making of Principal
   Prepayments or, (C) in the Master Servicer's good faith and reasonable
   judgment, materially impair the security for such Mortgage Loan or reduce the
   likelihood of timely payment of amounts due thereon; the Special Servicer (in
   such capacity) may, however, agree to any modification, waiver or amendment
   of any term of, or take any of the other acts referenced in this Section
   3.20(a) with respect to, a Specially Serviced Mortgage Loan that would have
   any such effect, but only if, in the Special Servicer's reasonable and good
   faith judgment, a material default on such Mortgage Loan has occurred or a
   default in respect of payment on such Mortgage Loan is reasonably
   foreseeable, and such modification, waiver, amendment or other action is
   reasonably likely to produce a greater recovery to Certificateholders on a
   present value basis, than would liquidation;

      (ii) any such action taken by the Special Servicer shall be accompanied by
   an Officer's Certificate to such effect and to which is attached the present
   value calculation which establishes the basis for such determination, a copy
   of which shall be delivered to the Trustee for delivery to the Rating
   Agencies;

      (iii) neither the Master Servicer nor the Special Servicer may extend the
   Stated Maturity Date of any Mortgage Loan beyond the date that is two years
   prior to the Rated Final Distribution Date and, in the case of any Mortgage
   Loan that is secured solely by a Ground Lease, the Master Servicer or the
   Special Servicer, as the case may be, shall give due consideration to the
   remaining term of such Ground Lease prior to extending the Stated Maturity
   Date of the Mortgage Loan;

      (iv) neither the Master Servicer nor the Special Servicer shall make or
   permit any modification, waiver or amendment of any term of, or take any of
   the other acts referenced in this Section 3.20(a) or clause (h) of Section
   3.19 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC
   II or REMIC III to fail to qualify as a REMIC under the Code or (subject to
   Section 10.01(f)) result in the imposition of any tax on "prohibited
   transactions" or "contributions" after the Startup Day of any such REMIC
   under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a
   "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
   (neither the Master Servicer nor the Special Servicer shall be liable for
   judgments as regards decisions made under this subsection which were made in
   good faith and, unless it would constitute bad faith or negligence to do so,
   each of the Master Servicer and the Special Servicer may rely on opinions of
   counsel in making such decisions);

      (v) neither the Master Servicer nor the Special Servicer shall permit any
   Mortgagor to add or substitute any collateral for an outstanding Mortgage
   Loan, which collateral constitutes real property, unless the Master Servicer
   or the Special Servicer, as the case may be, shall have first determined, in
   its reasonable and good faith


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   judgment, based upon an Environmental Assessment performed within the twelve
   months prior to such determination (and such additional environmental testing
   as the Master Servicer or Special Servicer, as the case may be, deems
   necessary and appropriate) prepared by an Independent Person who regularly
   conducts Environmental Assessments (and such additional environmental
   testing), at the expense of the Mortgagor, that such additional or substitute
   collateral is in compliance with applicable environmental laws and
   regulations and that there are no circumstances or conditions present with
   respect to such new collateral relating to the use, management or disposal of
   any Hazardous Materials for which investigation, testing, monitoring,
   containment, clean-up or remediation would be required under any then
   applicable environmental laws and/or regulations;

      (vi) neither the Master Servicer nor the Special Servicer shall release or
   substitute any collateral securing an outstanding Mortgage Loan except as
   provided in Sections 3.08 and 3.09(d) and except in the case of a release
   where (A) the use of the collateral to be released will not, in the Master
   Servicer's or Special Servicer's, as the case may be, good faith and
   reasonable judgment, materially and adversely affect the Net Operating Income
   being generated by or the use of the related Mortgaged Property, (B) there is
   a corresponding principal paydown of such Mortgage Loan in an amount at least
   equal to, or a delivery of substitute collateral with an Appraised Value at
   least equal to, the Appraised Value of the collateral to be released, (C) the
   remaining Mortgaged Property and any substitute collateral is, in the Master
   Servicer's or Special Servicer's, as the case may be, good faith and
   reasonable judgment, adequate security for the remaining Mortgage Loan and
   (D) the Master Servicer or Special Servicer, as applicable, has received
   Rating Agency Confirmation with respect to such release or substitution;
   provided that (x) the limitations, conditions and restrictions set forth in
   clauses (i) through (vi) above shall not apply to any modification of any
   term of any Mortgage Loan or any other acts referenced in this Section
   3.20(a) that is required under the terms of such Mortgage Loan in effect on
   the Closing Date and that is solely within the control of the related
   Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither
   the Master Servicer nor the Special Servicer shall be required to oppose the
   confirmation of a plan in any bankruptcy or similar proceeding involving a
   Mortgagor if in their reasonable and good faith judgment such opposition
   would not ultimately prevent the confirmation of such plan or one
   substantially similar. Neither the Master Servicer nor the Special Servicer
   may extend the Maturity Date on any Mortgage Loan except pursuant to this
   Section 3.20(a) or as otherwise required under the related loan documents;
   and

      (vii) the Master Servicer shall not consent to any assumption of a
   Mortgage Loan or release of any earnout reserve amounts with respect to any
   Specified Earnout Reserve Loan unless the Special Servicer shall have
   approved such assumption or release in writing.

   (b) Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust Fund, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20(a) is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than would liquidation,
should prove to be wrong or incorrect, so long as the analysis and


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determination were made on a reasonable basis in good faith by the Master
Servicer or Special Servicer and the Master Servicer or Special Servicer was not
negligent in ascertaining the pertinent facts. The Master Servicer shall not
have any liability to the Trust Fund, the Certificateholders or any other Person
with respect to the Special Servicer's approval, disapproval or delay in
processing any assumption or earnout release as provided in Section 3.20(a)(vii)

   (c) Any payment of interest, which is deferred pursuant to any modification,
waiver or amendment permitted hereunder, shall not, for purposes hereof,
including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such
modification, waiver or amendment so permit.

   (d) The Master Servicer and, with respect to a Specially Serviced Mortgaged
Loan, the Special Servicer each may, as a condition to its granting any request
by a Mortgagor for consent, modification, waiver or indulgence or any other
matter or thing, the granting of which is within the Master Servicer's or the
Special Servicer's discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to it, as additional
servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the
unpaid principal balance of the related Mortgage Loan) for the additional
services performed in connection with such request, together with any related
costs and expenses incurred by it.

   (e) Except for waivers of Penalty Charges and notice periods, all material
modifications, waivers and amendments of the Mortgage Loans entered into
pursuant to this Section 3.20 shall be in writing.

   (f) Each of the Master Servicer and the Special Servicer shall notify the
Trustee and such other party, in writing, of any modification, waiver (other
than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee or the related Custodian
for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within 10 Business Days) following the execution thereof.

   (g) The Master Servicer or Special Servicer, as applicable, shall not waive
the payment of any fees by a borrower that may be due or partially due to the
other party without such other party's consent.

   SECTION 3.21 TRANSFER OF SERVICING BETWEEN MASTER SERVICER AND SPECIAL
SERVICER; RECORD KEEPING.

   (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall promptly give notice thereof, and deliver
the related Servicing File, to the Special Servicer and shall use reasonable
efforts to provide the Special Servicer with all information, documents (or
copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably
requested by


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the Special Servicer to enable it to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. The Master Servicer shall use
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event. The Special
Servicer may, as to any delinquent Mortgage Loan, prior to the occurrence of a
Servicing Transfer Event with respect thereto, request and obtain the foregoing
documents and information.

   Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall promptly give notice thereof, and return
the related Servicing File, to the Master Servicer and upon giving such notice,
and returning such Servicing File, to the Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan, and the Special Servicer's
right to receive the Special Servicing Fee with respect to such Mortgage Loan,
shall terminate, and the obligations of the Master Servicer to service and
administer such Mortgage Loan in accordance with this Agreement shall resume.

   Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing and collection,
accounting, data collection, reporting and other basic Master Servicer
administrative functions with respect to Specially Serviced Mortgage Loans,
provided that the Special Servicer shall establish procedures for the Master
Servicer as to the application of receipts and tendered payments and shall
have the exclusive responsibility for and authority over all contacts with
and notices to Mortgagors and similar matters relating to each Specially
Serviced Mortgage Loan and the related Mortgaged Property.

   (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with
the related Mortgagor.

   (c) Notwithstanding anything in this Agreement to the contrary, in the event
that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information and consents required to be given by the
Master Servicer to the Special Servicer or vice versa shall be deemed to be
given without the necessity of any action on such Person's part.

   SECTION 3.22 SUB-SERVICING AGREEMENTS.

   (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements for the servicing and administration of all or a part
of the Mortgage Loans for which it is responsible hereunder, provided that, in
each case, the Sub-Servicing Agreement: (i) is not inconsistent with this
Agreement and shall provide that the Sub-Servicer will maintain errors and
omissions insurance and fidelity bond coverage as required of the Master
Servicer or the Special Servicer (whichever retained it) under Section 3.07
hereof; (ii) provides that if the Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer be the Master Servicer or
Special Servicer, as applicable, hereunder (including, without limitation, by
reason of an Event of Default or their termination hereunder), the Trustee, its
designee or any


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successor Master Servicer or Special Servicer may thereupon assume all of the
rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement; (iii) in the case of a Sub-Servicing Agreement entered
into by the Master Servicer, expressly or effectively provides that (if the
Master Servicer and the Special Servicer are not the same Person) such agreement
shall terminate with respect to any Mortgage Loan serviced thereunder at the
time such Mortgage Loan becomes a Specially Serviced Mortgage Loan (provided
that, if any Additional Servicing Fee Mortgage Loan becomes a Specially Serviced
Mortgage Loan, the applicable Designated Sub-Servicer, Archon Financial, L.P.
and the Master Servicer, as the case may be, shall be entitled to continue to
receive or retain their applicable portion of the Additional Servicing Fee with
respect to such Mortgage Loan pursuant to the related Designated Sub-Servicer
Agreement); (iv) requires that the Master Servicer or the Special Servicer, as
the case may be, consent to any modification to the terms of a Mortgage Loan
pursuant to Section 3.20; (v) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust Fund; and
(vi) in the case of a Sub-Servicing Agreement entered into by the Special
Servicer, relates only to Specially Serviced Mortgage Loans or REO Properties
and expressly or effectively provides that (if the Master Servicer and the
Special Servicer are not the same Person) such agreement shall terminate with
respect to any such Mortgage Loan that becomes a Corrected Mortgage Loan.
Termination penalties or fees incurred under any such Sub-Servicing Agreement
shall not be an obligation of, or expense chargeable to, the Certificateholders
or the Trust Fund. References in this Agreement to actions taken or to be taken
by the Master Servicer or the Special Servicer, as the case may be, include
actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer
or the Special Servicer, as the case may be; and, in connection therewith, all
amounts advanced by any Sub-Servicer to satisfy the obligations of the Master
Servicer or the Special Servicer, as the case may be, hereunder to make
Servicing Advances and Delinquency Advances shall be deemed to have been
advanced by the Master Servicer or the Special Servicer, as the case may be, out
of its own funds and, accordingly, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer or the Special Servicer, as the case may
be, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.11(f) or Section 4.03(d), as applicable,
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when the Sub-Servicer receives such
payment.

   (b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

   (c) As part of its servicing activities hereunder, the Master Servicer and
the Special Servicer, for the benefit of the Trustee and the Certificateholders,
shall (at no expense to the Trustee, the Certificateholders or the Trust Fund)
monitor the performance and enforce the obligations of each Sub-Servicer
retained by it under the related Sub-Servicing Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other


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appropriate remedies, shall be in such form and carried out to such an extent
and at such time by the Master Servicer and the Special Servicer in accordance
with the Servicing Standard.

   (d) In the event the Trustee, its designee or any successor Master Servicer
or Special Servicer assumes the rights and obligations of the Master Servicer or
the Special Servicer under any Sub-Servicing Agreement, the Master Servicer or
the Special Servicer, as the case may be, at its expense shall, upon request of
the Trustee, deliver to the assuming party all documents and records relating to
such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

   (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and the
Special Servicer each shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administration of the Mortgage Loans in
accordance with the provisions of this Agreement to the same extent and under
the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans for which it is responsible.

   SECTION 3.23 DESIGNATION OF SPECIAL SERVICER BY THE MAJORITY
CERTIFICATEHOLDER OF THE CONTROLLING CLASS.

   (a) The Majority Certificateholder of the Controlling Class, may at any time
and from time to time replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer,
including pursuant to Section 7.01. Such Holders shall so designate a Person to
so serve by the delivery to the Trustee of a written notice stating such
designation, subject to Rating Agency Confirmation. The Trustee shall, promptly
after receiving any such notice, so notify the Rating Agencies. The designated
Person shall become the Special Servicer as of the date the Trustee shall have
received: (i) written confirmation from the Rating Agencies stating that if the
designated Person were to serve as Special Servicer hereunder, none of the
then-current ratings of the outstanding Classes of the Certificates would be
qualified (including by placement on "negative credit watch"), downgraded or
withdrawn; (ii) a written acceptance of all obligations of the Special Servicer
under this Agreement, executed by the designated Person; and (iii) an Opinion of
Counsel (at the expense of the Person designated to become the Special Servicer
or the Holders that made the designation) to the effect that the designation of
such Person to serve as Special Servicer is in compliance with this Section 3.23
and all other applicable provisions of this Agreement, that upon the execution
and delivery of the written acceptance referred to in the immediately preceding
clause (ii), the designated Person shall be bound by the terms of this Agreement
and that this Agreement shall be enforceable against the designated Person in
accordance with its terms. The existing Special Servicer shall be deemed to have
resigned simultaneously with such designated Person's becoming the Special
Servicer hereunder; provided, however, that (i) the resigning Special Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the effective date of such resignation,
whether in respect of Servicing Advances or otherwise, and (ii) it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such resignation. Such resigning
Special Servicer shall cooperate with the Trustee, the Master Servicer and the
replacement Special Servicer in effecting the termination of the resigning
Special Servicer's


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responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been deposited in the REO Account or delivered by the Special Servicer to
the Master Servicer or that are thereafter received with respect to Specially
Serviced Mortgage Loans and REO Properties.

   (b) The Majority Certificateholder of the Controlling Class will have no
liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment. Each Holder and Certificate Owner
acknowledges and agrees, by its acceptance of its Certificates or an interest
therein, that the Majority Certificateholder of the Controlling Class may have
special relationships and interests that conflict with those of Holders and
Certificate Owners of one or more Classes of Certificates, that the Majority
Certificateholder of the Controlling Class may act solely in the interests of
the Holders and Certificate Owners of the Controlling Class, that the Majority
Certificateholder of the Controlling Class does not have any duties to the
Holders and Certificate Owners of any Class of Certificates other than the
Controlling Class, that the Majority Certificateholder of the Controlling Class
may take actions that favor interests of the Holders and Certificate Owners of
the Controlling Class over the interests of the Holders and Certificate Owners
of one or more other Classes of Certificates, and that the Majority
Certificateholder of the Controlling Class shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Majority Certificateholder of the Controlling Class or any director,
officer, employee, agent or principal thereof for having so acted.

   (c) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
set forth above in this Section 3.23 may be exercised directly by the relevant
Certificate Owners, provided that the identity of such Certificate Owners has
been confirmed to the Trustee to its reasonable satisfaction.

   SECTION 3.24 LOCK-BOX ACCOUNTS AND SERVICING ACCOUNTS.

   (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
Loan, Cash Collateral Account Agreement or Lock-Box Agreement, if any.

   (b) For any Mortgage Loan that provides that a Lock-Box Account or Cash
Collateral Account will be established upon the occurrence of certain events
specified in such Mortgage Loan, the Master Servicer (or, with respect to any
Specially Serviced Loan, the Special Servicer) shall use reasonable efforts to
establish or cause to be established such Lock-Box Account upon the occurrence
of such events unless the Master Servicer (or the Special Servicer, as
applicable) determines, in accordance with the Servicing Standards, that such
Lock-Box Account should not be established. Notwithstanding the foregoing, the
Master Servicer (or the Special Servicer, as applicable) shall use reasonable
efforts to establish or cause to be established a Lock-Box Account for each ARD
Loan no later than its Anticipated Repayment Date.

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   SECTION 3.25 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND THE
SPECIAL SERVICER.

   GMACCM, in its capacity as both Master Servicer and Special Servicer
hereunder hereby represents and warrants to the Trustee, for its own benefit
and the benefit of the Certificateholders, and to the Depositor, as of the
Closing Date, that:

      (i) GMACCM is a corporation, duly organized, validly existing and in good
   standing under the laws of the State of California, and GMACCM is in
   compliance with the laws of each State in which any Mortgaged Property is
   located to the extent necessary to perform its obligations under this
   Agreement.

      (ii) The execution and delivery of this Agreement by GMACCM, and the
   performance and compliance with the terms of this Agreement by GMACCM, will
   not violate GMACCM's organizational documents or constitute a default (or an
   event which, with notice or lapse of time, or both, would constitute a
   default) under, or result in the breach of, any material agreement or other
   instrument to which it is a party or which is applicable to it or any of its
   assets.

      (iii) GMACCM has the full power and authority to enter into and consummate
   all transactions contemplated by this Agreement, has duly authorized the
   execution, delivery and performance of this Agreement, and has duly executed
   and delivered this Agreement.

      (iv) This Agreement, assuming due authorization, execution and delivery by
   the other parties hereto, constitutes a valid, legal and binding obligation
   of GMACCM, enforceable against GMACCM in accordance with the terms hereof,
   subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium
   and other laws affecting the enforcement of creditors' rights generally, and
   (B) general principles of equity, regardless of whether such enforcement is
   considered in a proceeding in equity or at law.

      (v) GMACCM is not in violation of, and its execution and delivery of this
   Agreement and its performance and compliance with the terms of this Agreement
   will not constitute a violation of, any law, order or decree of any court or
   arbiter, or any order, regulation or demand of any federal, state or local
   governmental or regulatory authority, which violation, in GMACCM's good faith
   and reasonable judgment, is likely to affect materially and adversely either
   the ability of GMACCM to perform its obligations under this Agreement or the
   financial condition of GMACCM.

      (vi) No litigation is pending or, to the best of GMACCM's knowledge,
   threatened against GMACCM the outcome of which, in GMACCM's good faith and
   reasonable judgment, could reasonably be expected to prohibit GMACCM from
   entering into this Agreement or materially and adversely affect the ability
   of GMACCM to perform its obligations under this Agreement.

      (vii) GMACCM has errors and omissions insurance coverage which is in full
   force and effect and complies with the requirements of Section 3.07 hereof.

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<PAGE>

      (viii) No consent, approval, authorization or order, registration or
   filing with or notice to, any governmental authority or court is required,
   under federal or state law, for the execution, delivery and performance of or
   compliance by GMACCM with this Agreement, or the consummation by GMACCM of
   any transaction contemplated hereby, other than (1) such consents, approvals,
   authorizations, qualifications, registrations, filings, or notices as have
   been obtained or made and (2) where the lack of such consent, approval,
   authorization, qualification, registration, filing or notice would not have a
   material adverse effect on the performance by GMACCM under this Agreement.

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<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
                              AND RELATED MATTERS

   SECTION 4.01 DISTRIBUTIONS.

   (a) On each Distribution Date, the Trustee shall be deemed to apply the
Available Distribution Amount for such date for the following purposes and in
the following order of priority:

      (i) to pay interest to REMIC II in respect of the various REMIC I Regular
   Interests, up to an amount equal to, and pro rata in accordance with, all
   Uncertificated Distributable Interest for each such REMIC I Regular Interest
   for such Distribution Date and, to the extent not previously deemed paid, for
   all prior Distribution Dates;

      (ii) to pay principal to REMIC II in respect of the various REMIC I
   Regular Interests, up to an amount equal to, and pro rata in accordance with,
   in the case of each such REMIC I Regular Interest for such Distribution Date,
   the excess, if any, of the Uncertificated Principal Balance of such REMIC I
   Regular Interest outstanding immediately prior to such Distribution Date,
   over the Stated Principal Balance of the related Mortgage Loan, REO Loan or,
   if applicable, Replacement Mortgage Loan(s), as the case may be, that will be
   outstanding immediately following such Distribution Date; and

      (iii) to reimburse REMIC II for any Realized Losses and Additional Trust
   Fund Expenses previously deemed allocated to the various REMIC I Regular
   Interests, up to an amount equal to, and pro rata in accordance with, the
   Loss Reimbursement Amount for each such REMIC I Regular Interest immediately
   prior to such Distribution Date.

   On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for
such Distribution Date to reimburse REMIC II for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to the various
REMIC I Regular Interests and unreimbursed pursuant to Section 4.01(a)(iii),
up to an amount equal to, and pro rata in accordance with, the Loss
Reimbursement Amount for each such REMIC I Regular Interest immediately prior
to such Distribution Date.

   On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-I Certificates, in accordance with Section 4.01(c), that portion, if
any, of the Available Distribution Amount for such date that has not
otherwise been deemed paid to REMIC II in respect of the REMIC I Regular
Interests pursuant to the foregoing provisions of this Section 4.01(a) (such
portion, the "Class R-I Distribution Amount" for such Distribution Date).

                                      119
<PAGE>

   On each Distribution Date, the Trustee shall be deemed to apply amounts
relating to each Prepayment Premium then on deposit in the Distribution
Account and received during or prior to the related Collection Period, to pay
additional interest to REMIC II in respect of the REMIC I Regular Interest
that relates to the Mortgage Loan or REO Loan, as the case may be, as to
which such Prepayment Premium was received.

   All amounts (other than additional interest in the form of amounts
relating to Prepayment Premiums) deemed paid to REMIC II in respect of the
REMIC I Regular Interests pursuant to this Section 4.01(a) on any
Distribution Date is hereinafter referred to as the "REMIC II Distribution
Amount" for such date.

   (b) On each Distribution Date, the Trustee shall be deemed to apply the
REMIC II Distribution Amount (other than any amounts withdrawn from the
Excess Liquidation Proceeds Reserve Account) for such date for the following
purposes and in the following order of priority:

      (i) to pay interest to REMIC III in respect of all REMIC II Regular
   Interests up to an amount equal to all Uncertificated Distributable Interest
   in respect of such REMIC II Regular Interests for such Distribution Date and,
   to the extent not previously deemed paid, for all prior Distribution Dates
   with such payments allocated among the REMIC II Regular Interests such that
   remaining amounts, if any, of unpaid interest on each such REMIC II Regular
   Interest will equate to the remaining unpaid accrued interest on the
   corresponding Class of Principal Balance Certificates or Class X Component
   outstanding after all subsequent adjustments made on such Distribution Date
   under Section 4.01(c) below;

      (ii) to pay principal to REMIC III in respect of all REMIC II Regular
   Interests apportioned as payment of Uncertificated Principal Balance among
   REMIC II Regular Interests such that the remaining Uncertificated Principal
   Balance of each such class will equal the then outstanding Class Principal
   Balance of the corresponding Principal Balance Certificate after all
   subsequent adjustments made on such Distribution Date under Section 4.01(c)
   below (other than payments thereunder in reimbursement of any Realized Losses
   and Additional Trust Fund Expenses); provided, that, with respect to
   distributions of principal in respect of REMIC II Regular Interests LA-2-1
   and LA-2-2, the aggregate Uncertificated Principal Balance of the REMIC II
   Regular Interests LA-2-1 and LA-2-2 shall correspond with the outstanding
   Class Principal Balance of the Class A-2 Certificates and the Uncertificated
   Principal Balance of the REMIC II Regular Interest LA-2-2 will only be
   reduced after the Uncertificated Principal Balance of the REMIC II Regular
   Interest LA-2-1 has been reduced to zero; and

      (iii) to reimburse REMIC III for any Realized Losses and Additional Trust
   Fund Expenses previously deemed allocated to REMIC II Regular Interests,
   apportioned among the REMIC II Regular Interests consistent with the
   reimbursement payments made on the corresponding Classes of Principal Balance
   Certificates on such Distribution Date under Section 4.01(c) below; provided,
   that, with respect to REMIC II Regular Interests LA-2-1 and LA-2-2, any
   Realized Losses and Additional Trust Fund Expenses shall be allocated and
   reimbursed to the REMIC II Regular Interests LA-2-1 and LA-2-2 on a pro rata
   basis.

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<PAGE>

   On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for
such Distribution Date to reimburse REMIC III for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to REMIC II
Regular Interests and unreimbursed pursuant to Section 4.01(b)(iii),
consistent with the reimbursement payments made on the corresponding Classes
of Principal Balance Certificates on such Distribution Date under Section
4.01(c) below.

   On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-II Certificates, in accordance with Section 4.01(c), that portion, if
any, of the REMIC II Distribution Amount for such date that has not otherwise
been deemed paid to REMIC III in respect of the REMIC II Regular Interests
pursuant to the foregoing provisions of this Section 4.01(b) (such portion,
the "Class R-II Distribution Amount" for such Distribution Date).

   On each Distribution Date, the Trustee shall be deemed to apply all
amounts relating to Prepayment Premiums then on deposit in the Distribution
Account and received during or prior to the related Collection Period, to pay
additional interest to REMIC III in respect of REMIC II Regular Interests
allocable among the REMIC II Regular Interests in an amount with respect to
each REMIC II Regular Interest equal to the amount allocable to the
corresponding Class of Principal Balance Certificates and Class X Component
outstanding after all subsequent adjustments made on such Distribution Date
under Section 4.01(c) below.

   (c) On each Distribution Date, following the deemed payments to REMIC III
in respect of the REMIC II Regular Interests on such date pursuant to Section
4.01(b), the Trustee shall withdraw from the Distribution Account the
Available Distribution Amount for such Distribution Date and shall apply such
amount for the following purposes and in the following order of priority:

      (i) to pay interest to the Holders of the respective Classes of Senior
   Certificates, in an amount equal to, and pro rata in accordance with, all
   Distributable Certificate Interest in respect of each such Class of
   Certificates for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates;

      (ii) to pay principal first to the Holders of the Class A-1 Certificates
   and second to the Holders of the Class A-2 Certificates, in each case, up to
   an amount equal to the lesser of (1) the then outstanding Class Principal
   Balance of such Class of Certificates and (2) the remaining portion, if any,
   of such Principal Distribution Amount;

      (iii) to reimburse the Holders of the respective Classes of Class A
   Certificates, up to an amount equal to and pro rata as among such Classes in
   accordance with, the respective amounts of Realized Losses and Additional
   Trust Fund Expenses, if any, previously deemed allocated to such Classes of
   Certificates and for which no reimbursement has previously been paid; and

      (iv) to make payments on the Subordinated Certificates pursuant to the
   following paragraph;

provided that, on each Distribution Date after the aggregate of the Class
Principal Balances of the Subordinated Certificates has been reduced to zero,
and in any event on the Final Distribution


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<PAGE>

Date, the payments of principal to be made pursuant to clause (ii) above, will
be so made to the Holders of the respective Classes of Class A Certificates, up
to an amount equal to, and pro rata as among such Classes in accordance with,
the respective then outstanding Class Principal Balances of such Classes of
Certificates. References to "remaining Principal Distribution Amount" shall be
to the Principal Distribution Amount net of any distributions of principal made
in respect thereof to the Holders of each Class of Class A Certificates that,
pursuant to clause (ii) above, have a prior right to payment with respect
thereto.

   On each Distribution Date, following the foregoing series of payments on
the Senior Certificates, the Trustee shall apply the remaining portion, if
any, of the Available Distribution Amount for such date for the following
purposes and in the following order of priority:

      (i) to pay interest to the Holders of the Class B Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (ii) if the Class Principal Balances of the Class A Certificates have been
   reduced to zero, to pay principal to the Holders of the Class B Certificates,
   up to an amount equal to the lesser of (A) the then outstanding Class
   Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

      (iii) to reimburse the Holders of the Class B Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been paid;

      (iv) to pay interest to the Holders of the Class C Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (v) if the Class Principal Balances of the Class A and Class B
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class C Certificates, up to an amount equal to the lesser of (A) the then
   outstanding Class Principal Balance of such Class of Certificates and (B) the
   remaining Principal Distribution Amount for such Distribution Date;

      (vi) to reimburse the Holders of the Class C Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

      (vii) to pay interest to the Holders of the Class D Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of



                                      122
<PAGE>

   Certificates for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates;

      (viii) if the Class Principal Balances of the Class A, Class B and Class C
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class D Certificates, up to an amount equal to the lesser of (A) the then
   outstanding Class Principal Balance of such Class of Certificates and (B) the
   remaining Principal Distribution Amount for such Distribution Date;

      (ix) to reimburse the Holders of the Class D Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

      (x) to pay interest to the Holders of the Class E Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xi) if the Class Principal Balances of the Class A, Class B, Class C and
   Class D Certificates have been reduced to zero, to pay principal to the
   Holders of the Class E Certificates, up to an amount equal to the lesser of
   (A) the then outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

      (xii) to reimburse the Holders of the Class E Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

      (xiii) to pay interest to the Holders of the Class F Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xiv) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D and Class E Certificates have been reduced to zero, to pay principal
   to the Holders of the Class F Certificates, up to an amount equal to the
   lesser of (A) the then outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

      (xv) to reimburse the Holders of the Class F Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

      (xvi) to pay interest to the Holders of the Class G Certificates, up to
    an amount equal to all Distributable Certificate Interest in respect of
    such Class of


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<PAGE>

   Certificates for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates;

      (xvii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E and Class F Certificates have been reduced to zero, to pay
   principal to the Holders of the Class G Certificates, up to an amount equal
   to the lesser of (A) the then outstanding Class Principal Balance of such
   Class of Certificates and (B) the remaining Principal Distribution Amount for
   such Distribution Date;

      (xviii) to reimburse the Holders of the Class G Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

      (xix) to pay interest to the Holders of the Class H Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xx) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F and Class G Certificates have been reduced to zero,
   to pay principal to the Holders of the Class H Certificates, up to an amount
   equal to the lesser of (A) the then outstanding Class Principal Balance of
   such Class of Certificates and (B) the remaining Principal Distribution
   Amount for such Distribution Date;

      (xxi) to reimburse the Holders of the Class H Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

      (xxii) to pay interest to the Holders of the Class J Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xxiii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G and Class H Certificates have been reduced
   to zero, to pay principal to the Holders of the Class J Certificates, up to
   an amount equal to the lesser of (A) the then outstanding Class Principal
   Balance of such Class of Certificates and (B) the remaining Principal
   Distribution Amount for such Distribution Date;

      (xxiv) to reimburse the Holders of the Class J Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

      (xxv) to pay interest to the Holders of the Class K Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of the
   Class K Certificates


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<PAGE>

   for such Distribution Date and, to the extent not previously paid, for all
   prior Distribution Dates;

      (xxvi) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H and Class J Certificates have
   been reduced to zero, to pay principal to the Holders of the Class K
   Certificates, up to an amount equal to the lesser of (A) the then outstanding
   Class Principal Balance of such Class K Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Dates;

      (xxvii) to reimburse the Holders of the Class K Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class K Certificates and for which
   no reimbursement has previously been received;

      (xxviii) to pay interest to the Holders of the Class L Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class L Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xxix) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates
   have been reduced to zero, to pay principal to the Holders of the Class L
   Certificates, up to an amount equal to the lesser of (A) the then outstanding
   Class Principal Balance of such Class L Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Dates;

      (xxx) to reimburse the Holders of the Class L Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class L Certificates and for which
   no reimbursement has previously been received;

      (xxxi) to pay interest to the Holders of the Class M Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class M Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xxxii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class M Certificates, up to an amount equal to the lesser of (A) the then
   outstanding Class Principal Balance of such Class M Certificates and (B) the
   remaining Principal Distribution Amount for such Distribution Dates;

      (xxxiii) to reimburse the Holders of the Class M Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class M Certificates and for which
   no reimbursement has previously been received;

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<PAGE>

      (xxxiv) to pay interest to the Holders of the Class N Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class N Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xxxv) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and
   Class M Certificates have been reduced to zero, to pay principal to the
   Holders of the Class N Certificates, up to an amount equal to the lesser of
   (A) the then outstanding Class Principal Balance of such Class N Certificates
   and (B) the remaining Principal Distribution Amount for such Distribution
   Dates;

      (xxxvi) to reimburse the Holders of the Class N Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class N Certificates and for which
   no reimbursement has previously been received;

      (xxxvii) to pay interest to the Holders of the Class O Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class O Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xxxviii) if the Class Principal Balances of the Class A, Class B, Class
   C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
   Class M and Class N Certificates have been reduced to zero, to pay principal
   to the Holders of the Class O Certificates, up to an amount equal to the
   lesser of (A) the then outstanding Class Principal Balance of such Class O
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Dates;

      (xxxix) to reimburse the Holders of the Class O Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class O Certificates and for which
   no reimbursement has previously been received;

      (xl) to pay interest to the Holders of the Class P Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class P Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

      (xli) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
   M , Class N and Class O Certificates have been reduced to zero, to pay
   principal to the Holders of the Class P Certificates, up to an amount equal
   to the lesser of (A) the then outstanding Class Principal Balance of such
   Class P Certificates and (B) the remaining Principal Distribution Amount for
   such Distribution Dates;

      (xlii) to reimburse the Holders of the Class P Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any,


                                      126
<PAGE>

previously deemed allocated to such Class P Certificates and for which
   no reimbursement has previously been received;

      (xliii) to make payments to the Holders of the Class R-I Certificates up
   to the amount of the Class R-I Distribution Amount for such Distribution
   Date;

      (xliv) to make payments to the Holders of the Class R-II Certificates up
   to the amount of the Class R-II Distribution Amount for such Distribution
   Date; and

      (xlv) to pay to the Holders of the Class R-III Certificates the balance,
   if any, of the Available Distribution Amount for such Distribution Date;

provided that, on the Final Distribution Date, the payments of principal to be
made pursuant to any of clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii) and (xli) above with respect
to any Class of Principal Balance Certificates, will be so made to the Holders
thereof, up to an amount equal to the entire then outstanding Class Principal
Balance of such Class of Certificates. References to "remaining Principal
Distribution Amount" in any of clauses (ii), (v), (viii), (xi), (xiv), (xvii),
(xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv) and (xxxviii) above, in
connection with the payments of principal to be made to the Holders of any Class
of Principal Balance Certificates, shall be to the Principal Distribution Amount
for such Distribution Date, net of any payments of principal made in respect
thereof to the Holders of each Class of Principal Balance Certificates that have
a higher Payment Priority.

   On each Distribution Date, the Trustee shall withdraw any amounts then on
deposit in the Distribution Account that represent Prepayment Premiums
collected during or prior to the related Collection Period and shall
distribute such amounts, in each case, subject to available funds, as
additional interest, as follows:

      (i) to the Holders of the Class A, Class B, Class C, Class D, Class E,
   Class F and Class G Certificates up to an amount equal to, in the case of
   each such Class, the product of (a) such Prepayment Premiums, (b) the
   applicable Discount Rate Fraction and (c) the Principal Allocation Fraction
   of such Class; and

      (ii) then, to the Holders of the Class X-1 Certificates.

   All of the foregoing distributions to be made from the Distribution
Account on any Distribution Date with respect to the REMIC III Certificates
shall be deemed made from the payments deemed made to REMIC II in respect of
the REMIC II Regular Interests on such Distribution Date pursuant to Section
4.01(b).

   On each Distribution Date, the Trustee shall withdraw from the Distribution
Account, as Grantor Trust Assets, any amounts that represent Excess Interest
actually collected on the ARD Loans and any related REO Loans during the related
Collection Period and shall distribute with respect to their interests in the
Grantor Trust, such amounts to the holders of the Class P Certificates, without
regard to whether any such Class is entitled to distributions of interest or
principal on such Distribution Date (whether by reason of its Class Principal
Balance having been reduced to zero, by reason of it not yet being entitled to
distributions of principal, or for any other reason).

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   On each Distribution Date, the Trustee shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts
in the following priority:

      (i) first, to reimburse the Holders of the Principal Balance Certificates
   (in order of alphabetical Class designation) up to an amount equal to all
   Realized Losses or Additional Trust Fund Expenses, if any, previously deemed
   allocated to them and unreimbursed after application of the Available
   Distribution Amount for such Distribution Date;

      (ii) second, for distribution to the Special Servicer as additional
   servicing compensation, the excess, if any, of (x) the balance of the Excess
   Liquidation Proceeds Reserve Account on such Distribution Date over (y) the
   aggregate Certificate Principal Balance of the Principal Balance Certificates
   as of such Distribution Date;

      (iii) third, upon the reduction of the aggregate Class Principal Balance
   of the Principal Balance Certificates to zero, to pay any amounts remaining
   on deposit in such account to the Special Servicer as additional
   compensation.

   (d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided in the last paragraph of Section 4.01(c) or as provided below, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates) or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

   (e) Each distribution with respect to a Book-Entry Certificate shall be paid
to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a


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"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate Registrar, the
Depositor, the Master Servicer or the Special Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

   (f) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of their Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates. Distributions in reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in a reduction of the related Class Principal Balance.

   (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, as
soon as practicable in the month in which such Distribution Date occurs, mail to
each Holder of such Class of Certificates as of the date of mailing a notice to
the effect that:

      (i) the Trustee expects that the final distribution with respect to such
   Class of Certificates will be made on such Distribution Date but only upon
   presentation and surrender of such Certificates at the offices of the
   Certificate Registrar or such other location therein specified, and

      (ii) no interest shall accrue on such Certificates from and after the
   applicable Interest Accrual Period for such Distribution Date.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates, shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(g) shall not have been
surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not
have been surrendered for cancellation, the Trustee, directly or through an
agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and
of contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall
be paid out of such funds. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder by the Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in


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accordance with this Section 4.01(g). If all of the Certificates shall not have
been surrendered for cancellation by the second anniversary of the delivery of
the second notice, the Trustee shall distribute all unclaimed funds and other
assets which remain subject hereto in accordance with applicable laws.

   (h) Notwithstanding any other provision of this Agreement, the Trustee shall
comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. All amounts withheld shall be deemed to have been paid to
such Certificateholders.

   SECTION 4.02 STATEMENTS TO CERTIFICATEHOLDERS; CERTAIN REPORTS BY THE
MASTER SERVICER AND THE SPECIAL SERVICER.

   (a) Subject to Section 8.02(v), based on information received from the Master
Servicer, on each Distribution Date, the Trustee shall provide or make available
as provided herein to all of the Holders of each Class of Certificates (and, in
the case of a Class of Book-Entry Certificates, to each Person that provides the
Trustee with an Investor Certification), to the parties hereto and to the Rating
Agencies written reports, including reports in substantially the form attached
hereto as Exhibit G (the "Distribution Date Statement"), setting forth, among
other things, the following information:

      (i) the amount of distributions, if any, made on such Distribution Date to
   the holders of each Class of Principal Balance Certificates and applied to
   reduce the respective Class Principal Balances thereof;

      (ii) the amount of distributions, if any, made on such Distribution Date
   to the Holders of each Class of REMIC III Regular Certificates allocable to
   (A) Distributable Certificate Interest, (B) Prepayment Premiums and (C)
   Excess Interest;

      (iii) the amount of any distributions made on such Distribution Date to
   the Holders of each Class of Residual Certificates;

      (iv) the aggregate amount of outstanding Delinquency Advances as of the
   related Determination Date;

      (v) the aggregate amount of Servicing Fees retained by or paid to the
   Master Servicer and the Special Servicer in respect of the related Collection
   Period;

      (vi) the aggregate Stated Principal Balance of the Mortgage Pool
   immediately before and after such Distribution Date and the percentage of the
   Cut-off Date Principal Balance of the Mortgage Pool which remains outstanding
   immediately after such Distribution Date;

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      (vii) the number, aggregate principal balance, weighted average remaining
   term to maturity and weighted average Mortgage Rate of the outstanding
   Mortgage Loans in the Mortgage Pool at the close of business on the related
   Determination Date;

      (viii) as of the Determination Date, the number and aggregate unpaid
   principal balance of Mortgage Loans in the Mortgage Pool (A) delinquent one
   month, (B) delinquent two months, (C) delinquent three or more months, (D)
   that are Specially Serviced Mortgage Loans but are not delinquent or (E) as
   to which foreclosure proceedings have been commenced;

      (ix) with respect to the Mortgage Pool, the aggregate Stated Principal
   Balance of Mortgage Loans as to which the related borrower is subject or is
   expected to be subject to a bankruptcy proceeding;

      (x) with respect to any Mortgage Loan as to which the related Mortgaged
   Property became an REO Property during the related Collection Period, the
   Stated Principal Balance and unpaid principal balance of such Mortgage Loan
   as of the date such Mortgaged Property became an REO Property and the most
   recently determined Appraised Value and date upon which the Appraisal was
   performed;

      (xi) as to any Mortgage Loan repurchased or otherwise liquidated or
   disposed of during the related Collection Period, the loan number thereof and
   the amount of any Liquidation Proceeds and/or other amounts, if any, received
   thereon during the related Collection Period and the portion thereof included
   in the Available Distribution Amount for such Distribution Date;

      (xii) with respect to any REO Property included in the Trust Fund as of
   the close of business on the last day of the related Collection Period, the
   loan number of the related Mortgage Loan, the book value of such REO Property
   and the amount of any income collected with respect to such REO Property (net
   of related expenses) and other amounts, if any, received on such REO Property
   during the related Collection Period and the portion thereof included in the
   Available Distribution Amount for such Distribution Date and the most
   recently determined Appraised Value and date upon which the Appraisal was
   performed;

      (xiii) with respect to any REO Property sold or otherwise disposed of
   during the related Collection Period, the loan number of the related Mortgage
   Loan, and the amount of Liquidation Proceeds and other amounts, if any,
   received in respect of such REO Property during the related Collection
   Period, the portion thereof included in the Available Distribution Amount for
   such Distribution Date and the balance of the Excess Liquidation Proceeds
   Reserve Account for such Distribution Date;

      (xiv) the Distributable Certificate Interest in respect of each Class of
   REMIC III Regular Certificates for such Distribution Date;

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      (xv) any unpaid Distributable Certificate Interest in respect of each
   Class of REMIC III Regular Certificates after giving effect to the
   distributions made on such Distribution Date;

      (xvi) the Pass-Through Rate for each Class of REMIC III Regular
   Certificates for such Distribution Date;

      (xvii) the original Class Principal Balance or Class Notional Amount as of
   the Closing Date and the Class Principal Balance or Class Notional Amount, as
   the case may be, of each Class of REMIC III Regular Certificates immediately
   before and immediately after such Distribution Date, separately identifying
   any reduction in the Class Principal Balance or Class Notional Amount, as the
   case may be, of each such Class due to Realized Losses and Additional Trust
   Fund Expenses;

      (xviii) the Certificate Factor for each Class of REMIC III Regular
   Certificates immediately following such Distribution Date;

      (xix) the Principal Distribution Amount for such Distribution Date;

      (xx) the aggregate amount of Principal Prepayments made during the related
   Collection Period, and the aggregate amount of any Prepayment Interest
   Excesses received and Prepayment Interest Shortfalls incurred in connection
   therewith;

      (xxi) the aggregate amount of Realized Losses and Additional Trust Fund
   Expenses, if any, incurred with respect to the Trust Fund during the related
   Collection Period;

      (xxii) any Appraisal Reduction Amounts on a loan-by-loan basis, and the
   total Appraisal Reduction Amounts, as of the related Determination Date; and

      (xxiii) such additional information as contemplated by Exhibit G hereto.

In the case of information furnished pursuant to subclauses (i), (ii), (iii) and
(xvii) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per single Certificate of a
specified minimum denomination. The form of any Distribution Date Statement may
change over time.

   The Trustee shall make available each month to any interested person the
related Distribution Date Statement via its internet website initially
located at "www.ctslink.com/cmbs". In addition, the Trustee shall make
available each month, on a restricted basis, solely to each Privileged
Person, (i) the CMSA Periodic Loan File delivered for each Distribution Date,
the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral
Summary File, the CMSA Property File and the CMSA Financial File, (ii) the
Servicer Reports, and (iii) as a convenience to such Privileged Persons (and
not in furtherance of the distribution thereof under the securities laws),
the Prospectus and this Agreement. At the direction of the Depositor, the
Trustee shall remove any or all of such restrictions and make any or all of
such information available to any person. The Trustee makes no
representations or warranties as to the accuracy or completeness of such
information and assumes no responsibility therefor. In addition, the


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Trustee may disclaim responsibility for any information distributed by the
Trustee for which it is not the original source. In connection with providing
access to the Trustee's internet website, the Trustee may require registration
and acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

   The Trustee may provide such information through means other than (and in
lieu of) its website provided that (i) GMACCM shall have consented to such
alternative means and (ii) Certificateholders shall have received notice of
such alternative means.

   The provisions in this Section shall not limit the Master Servicer's
ability to make accessible certain information regarding the Mortgage Loans
at a website maintained by the Master Servicer.

   Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate a statement containing the information as
to the applicable Class set forth in clauses (i), (ii) and (iii) of the
description of Distribution Date Statements above aggregated for such
calendar year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of
the Code as from time to time are in force.

   Upon filing with the Internal Revenue Service, the Trustee shall furnish
to the Holders of the Residual Certificates the Form 1066 and shall furnish
their respective Schedules Q thereto at the times required by the Code or the
Internal Revenue Service, and shall provide from time to time such
information and computations with respect to the entries on such forms as any
Holder of the Residual Certificates may reasonably request.

   The specification of information to be furnished by the Trustee to the
Certificateholders in this Section 4.02 (and any other terms of this
Agreement requiring or calling for delivery or reporting of information by
the Trustee to Certificateholders and Certificate Owners) shall not limit the
Trustee in furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Certificate Owners and/or to the public any other
information (such other information, collectively, "Additional Information")
with respect to the Mortgage Loans, the Mortgaged Properties or the Trust
Fund as may be provided to it by the Depositor, the Master Servicer or the
Special Servicer or gathered by it in any investigation or other manner from
time to time, provided that (A) while there exists any Event of Default, any
such Additional Information shall only be furnished with the consent or at
the request of the Depositor (except pursuant to clause (E) below), (B) the
Trustee shall be entitled to indicate the source of all information furnished
by it, and the Trustee may affix thereto any disclaimer it deems appropriate
in its sole discretion (together with any warnings as to the confidential
nature and/or the uses of such information as it may, in its sole discretion,
determine appropriate), (C) the Trustee may notify Certificateholders and
Certificate Owners of the availability of any such information in any manner
as it, in its sole discretion, may determine, (D) the Trustee shall be
entitled (but not obligated) to require payment from each recipient of a
reasonable fee for, and its


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<PAGE>

out-of-pocket expenses incurred in connection with, the collection, assembly,
reproduction or delivery of any such Additional Information, (E) without the
consent of the Depositor, the Trustee may, in its sole discretion, furnish
Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Certificate Owners and/or the public-at-large if it
determines that the furnishing of such information would assist in the
evaluation of the investment characteristics or valuation of the Certificates or
would be in the best interests of the Certificateholders or is required by
applicable law and, in the case of any Additional Information requested by a
Certificate Owner or Certificateholder, such Certificate Owner or
Certificateholder has delivered an executed certificate in the form of Exhibit K
hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Trustee
deems the same to be necessary or appropriate). Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be entitled
(but not required) to request and receive direction from the Depositor as to the
manner of delivery of any such Additional Information, if and to the extent the
Trustee deems necessary or advisable, and to require that any consent, direction
or request given to it pursuant to this Section be made in writing.

   Upon the authorization of the Depositor, the Trustee shall make available
to Bloomberg Financial Markets, L.P. ("Bloomberg") or such other vendor
chosen by the Depositor, all the electronic reports delivered or made
available pursuant to this Section 4.02(a) to the Certificateholders and
Certificate Owners using a format and media mutually acceptable to the
Trustee and Bloomberg.

   (b) No later than the Business Day prior to each Distribution Date,
subject to the last paragraph of this subsection (b), the Master Servicer
shall deliver or cause to be delivered to the Trustee (and, if the Master
Servicer is not the Special Servicer, the Trustee shall deliver to the
Special Servicer) in electronic form mutually acceptable to the Trustee and
the Master Servicer the following reports or information: (1) a Delinquent
Loan Status Report, (2) an REO Status Report, (3) a Historical Loan
Modification Report, (4) a Historical Loss Report, (5) the Servicer Watch
List, (6) the CMSA Financial File and (7) the CMSA Property File Report.

   No later than the Business Day prior to each Distribution Date, the Master
Servicer will deliver to the Trustee (by electronic means) a "Comparative
Financial Status Report" containing substantially the content set forth in
Exhibit I setting forth, among other things, the occupancy, revenue, net
operating income and debt service coverage ratio for each Mortgage Loan
(other than the Credit Lease Loans) or related Mortgaged Property as of the
Determination Date immediately preceding the preparation of such report for
each of the following three periods (but only to the extent the related
borrower is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information): (a) the most
current available year-to-date; (b) each of the previous two full fiscal
years stated


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separately (to the extent such information is in the Master Servicer's
possession); and (c) the "base year" (representing the original analysis of
information used as of the Cut-Off Date).

   No later than 12:00 noon, New York City time, on the second Business Day
prior to each Distribution Date, the Master Servicer will deliver to the
Trustee a CMSA Periodic Loan File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties and a single report
(the "Collection Report") setting forth, among other things, the information
specified in clauses (i) through (vi) below (the amounts and allocations of
payments, collections, fees and expenses with respect to Specially Serviced
Mortgage Loans and REO Properties to be based upon the report to be delivered
by the Special Servicer to the Master Servicer on the second Business Day
after the related Determination Date, in the form required by Section 4.02(c)
below):

      (i) the aggregate amount that is to be transferred from the Certificate
   Account to the Distribution Account in respect of such Distribution Date that
   is allocable to principal on or in respect of the Mortgage Loans and any REO
   Loans, separately identifying the aggregate amount of any Principal
   Prepayments included therein, and (if different) the Principal Distribution
   Amount for the immediately succeeding Distribution Date;

      (ii) the aggregate amount that is to be transferred from the Certificate
   Account to the Distribution Account in respect of such Distribution Date that
   is allocable to (A) interest on or in respect of the Mortgage Loans and any
   REO Loans, (B) Prepayment Premiums and (C) Excess Interest;

      (iii) the aggregate amount of any Delinquency Advances made pursuant to
   Section 4.03 of this Agreement as of the end of the prior calendar month that
   were included in amounts deposited in the Distribution Account;

      (iv) the information required to be included in the Distribution Date
   Statement for the next succeeding Distribution Date and described in clauses
   (v) -- (xiii) and (xix) -- (xxiii) of the description of the Distribution
   Date Statement in Section 4.02(a);

      (v) the loan number and the unpaid principal balance as of the close of
   business on such Determination Date of each Specially Serviced Mortgage Loan
   and each other Defaulted Mortgage Loan; and

      (vi) such other information on a Mortgage Loan-by-Mortgage Loan or REO
   Property-by-REO Property basis as the Trustee or the Depositor shall
   reasonably request in writing (including, without limitation, information
   with respect to any modifications of any Mortgage Loan, any Mortgage Loans in
   default or foreclosure, the operation and disposition of REO Property and the
   assumption of any Mortgage Loan).

   On the date on which the report described above is delivered to the
Trustee, the Master Servicer shall also deliver or cause to be delivered to
the Trustee (i) a report, in form reasonably acceptable to the Trustee,
containing the information with respect to the Mortgage Pool necessary for
the Trustee to prepare with respect to the Mortgage Pool any additional
schedules and tables required to be made available by the Trustee pursuant to
Section 4.02(a),


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and (ii) an updated Mortgage Loan Schedule, in each case reflecting the changes
in the Mortgage Pool during the related Collection Period.

   In addition, the Master Servicer is also required to perform with respect
to each Mortgaged Property and REO Property (except any Mortgaged Property
securing a Credit Lease Loan):

      (1) Within 30 days after receipt of a quarterly operating statement, if
   any, commencing with the calendar quarter ended March 31, 2001, an "Operating
   Statement Analysis" containing revenue, expense, and net operating income
   information substantially in accordance with Exhibit I presenting the
   computation made in accordance with the methodology set forth in Exhibit F
   (but only to the extent the related borrower is required by the Mortgage to
   deliver and does deliver, or otherwise agrees to provide and does provide,
   such information) for such Mortgaged Property or REO Property as of the end
   of such calendar quarter. The Master Servicer will deliver to the Trustee by
   electronic means the Operating Statement Analysis upon request; and

      (2) Within 30 days after receipt by the Master Servicer of an annual
   operating statement, an NOI adjustment analysis containing substantially the
   content set forth in Exhibit I (the "NOI Adjustment Worksheet") (but only to
   the extent the related borrower is required by the Mortgage to deliver and
   does deliver, or otherwise agrees to provide and does provide, such
   information), presenting the computation made in accordance with the
   methodology described in Exhibit F to "normalize" the full year net operating
   income and debt service coverage numbers used by the Master Servicer in
   preparing the Comparative Financial Status Report above. The Master Servicer
   will deliver to the Trustee by electronic means the "NOI Adjustment
   Worksheet" upon request.

Upon request, the Trustee shall deliver or shall cause to be delivered to each
Certificateholder, to each party hereto, to any Underwriter, to the Rating
Agencies, and to each Person that provides the Trustee with an Investor
Certification a copy of the Operating Statement Analysis and NOI Adjustment
Worksheet most recently performed by the Master Servicer with respect to any
Mortgage Loan and delivered to the Trustee.

   Not later than the first day of the calendar month following each Master
Servicer Remittance Date, the Master Servicer shall forward to the Trustee a
statement, setting forth the status of the Certificate Account as of the
close of business on such Master Servicer Remittance Date, stating that all
remittances to the Trustee required by this Agreement to be made by the
Master Servicer have been made (or, in the case of any such required
remittance that has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for the period from the preceding
Master Servicer Remittance Date (or, in the case of the first Master Servicer
Remittance Date, from the Cut-off Date) to such Master Servicer Remittance
Date, the aggregate of deposits into and withdrawals from the Certificate
Account for each category of deposit specified in Section 3.04(a) and each
category of withdrawal specified in Section 3.05(a). The Master Servicer
shall also deliver to the Trustee, upon reasonable request of the Trustee,
any and all additional information relating to the Mortgage Pool in the
possession of the Master


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Servicer (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Mortgage
Loans and REO Properties).

   The Master Servicer, on the first Business Day following each
Determination Date, shall forward to the Special Servicer all information
collected by the Master Servicer which the Special Servicer is required
to include in the reports delivered by the Special Servicer pursuant to
Section 4.02(c) below. Further, the Master Servicer shall cooperate with the
Special Servicer and provide the Special Servicer with the information in the
possession of the Master Servicer reasonably requested by the Special
Servicer, in writing, to the extent required to allow the Special Servicer to
perform its obligations under this Agreement with respect to those Mortgage
Loans serviced by the Master Servicer.

   The obligation of the Master Servicer to deliver the reports required to
be delivered by it pursuant to this subsection is subject to the Master
Servicer having received from the Special Servicer in a timely manner the
related reports and information necessary or required to enable the Master
Servicer to prepare and deliver such reports. The Master Servicer shall not
be responsible for the accuracy or content of any report, document or
information furnished by the Special Servicer to the Master Servicer pursuant
to this Agreement and accepted by the Master Servicer in good faith pursuant
to this Agreement.

   (c) On the second Business Day after each Determination Date, the Special
Servicer shall forward to the Master Servicer, for each Specially Serviced
Mortgage Loan and REO Property, reports containing all information the Master
Servicer will be required to include in the other reports that the Master
Servicer is obligated to deliver to the Trustee pursuant to Section 4.02(b),
to the extent such information relates to any Specially Serviced Mortgage
Loan or any REO Property. The Special Servicer shall also deliver to the
Trustee, upon the reasonable written request of the Trustee, any and all
additional information in the possession of the Special Servicer relating to
the Specially Serviced Mortgage Loans and the REO Properties.

   The Special Servicer shall cooperate with the Master Servicer and provide
the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.

   (d) The Master Servicer and the Special Servicer may make available to
Certificate Owners who have certified to the Master Servicer their beneficial
ownership of any Certificate, or prospective Certificate Owners who provide
appropriate confirmation that they are prospective Certificate Owners who intend
to keep any information confidential, copies of any reports or files prepared by
the Servicer pursuant to this Agreement.

   (e) Each of the Master Servicer and Special Servicer may make information
concerning the Mortgage Loans available on any website that it has established.

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   SECTION 4.03 DELINQUENCY ADVANCES.

   (a) On each Delinquency Advance Date, the Master Servicer shall either (i)
deposit into the Certificate Account from its own funds an amount equal to the
aggregate amount of Delinquency Advances, if any, to be made in respect of the
related Distribution Date, (ii) apply amounts held in the Certificate Account
for future distribution to Certificateholders in subsequent months in discharge
of any such obligation to make Delinquency Advances, or (iii) make Delinquency
Advances in the form of any combination of (i) and (ii) aggregating the total
amount of Delinquency Advances to be made; provided that, if Late Collections
(net of related Workout Fees) of the delinquent Monthly Payments for which
Delinquency Advances are to be made for the related Distribution Date, are on
deposit in the Certificate Account and available to make such Advances, the
Master Servicer shall utilize such Late Collections to make such Advances
pursuant to clause (ii) above. Any amounts held in the Certificate Account for
future distribution and so used to make Delinquency Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Certificate Account on or before the next
succeeding Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and interest in respect
of which such Delinquency Advances were made). If, as of 3:00 p.m., New York
City time, on any Master Servicer Remittance Date, the Trustee shall not have
received any Delinquency Advance required to be made by the Master Servicer
pursuant to this Section 4.03(a) (and the Master Servicer shall not have
delivered to the Trustee the requisite Officer's Certificate and documentation
related to a determination of nonrecoverability of a Delinquency Advance), then
the Trustee shall provide notice of such failure to a Servicing Officer of the
Master Servicer by facsimile transmission sent to telecopy no. (215) 328-3478
(or such alternative number provided by the Master Servicer to the Trustee in
writing) and by telephone at telephone no. (215) 328-1258 (Attention: Master
Servicing Manager) (or such alternative number provided by the Master Servicer
to the Trustee in writing) as soon as possible, but in any event before 5:00
p.m., New York City time, on such day. If after such notice the Trustee does not
receive the full amount of such Delinquency Advances by 11:00 a.m., New York
City time, on the Business Day immediately following such Master Servicer
Remittance Date, then the Trustee shall make the portion of such Delinquency
Advances that was required to be, but was not, made by the Master Servicer
pursuant to this Section 4.03(a).

   (b) The aggregate amount of Delinquency Advances to be made by the Master
Servicer in respect of the Mortgage Loans (including, without limitation,
Assumed Monthly Payments for Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans for any Distribution Date shall
equal, subject to subsection (c) below, the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case net
of related Workout Fees payable hereunder, that were due or deemed due, as the
case may be, in respect thereof on their respective Due Dates during the same
month as such Distribution Date and that were not paid by or on behalf of the
related Mortgagors or otherwise collected as of the close of business on the
later of the related Due Date or the last day of the related Collection Period.
Notwithstanding the foregoing, if an Appraisal Reduction Amount exists with
respect to any Mortgage Loan that is a Required Appraisal Loan, then, in the
event of subsequent delinquencies thereon, the interest portion of the
Delinquency Advance in respect of such Required Appraisal Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there
shall be no reduction in the principal portion of such


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Delinquency Advance) by the product of (i) the amount of the interest portion of
such Delinquency Advance for such Required Appraisal Loan for such Distribution
Date without regard to this proviso, multiplied by (ii) a fraction, expressed as
a percentage, the numerator of which is equal to the Stated Principal Balance of
such Required Appraisal Loan immediately prior to such Distribution Date, net of
the related Appraisal Reduction Amount, if any, and the denominator of which is
equal to the Stated Principal Balance of such Required Appraisal Loan
immediately prior to such Distribution Date.

   (c) Notwithstanding anything herein to the contrary, no Delinquency Advance
shall be required to be made hereunder if such Delinquency Advance would, if
made, constitute a Nonrecoverable Delinquency Advance. In addition,
Nonrecoverable Delinquency Advances shall be reimbursable pursuant to Section
3.05(a) out of general collections on the Mortgage Loans and REO Properties on
deposit in the Certificate Account. The determination by the Master Servicer or,
if applicable, the Trustee, that it has made a Nonrecoverable Delinquency
Advance or that any proposed Delinquency Advance, if made, would constitute a
Nonrecoverable Delinquency Advance, shall be evidenced by an Officer's
Certificate delivered promptly (and, in any event, in the case of a proposed
Delinquency Advance to be made by the Master Servicer, no less than two Business
Days prior to the related Delinquency Advance Date) by the Master Servicer to
the Trustee (or, if applicable, retained thereby) and the Depositor, setting
forth the basis for such determination, together with (if such determination is
prior to the liquidation of the related Mortgage Loan or REO Property) a copy of
an Appraisal of the related Mortgaged Property or REO Property, as the case may
be, which shall have been performed within the twelve months preceding such
determination, and further accompanied by any other information that the Master
Servicer or the Special Servicer may have obtained and that supports such
determination. If such an Appraisal shall not have been required and performed
pursuant to the terms of this Agreement, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, may, subject to its reasonable and
good faith determination that such Appraisal will demonstrate the
nonrecoverability of the related Advance, obtain an Appraisal for such purpose
at the expense of the Trust Fund. The Trustee shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Master
Servicer or the Special Servicer with respect to a particular Delinquency
Advance, and the Master Servicer shall be entitled to rely on any determination
of nonrecoverability that may have been made by the Special Servicer with
respect to a particular Delinquency Advance.

   (d) The Master Servicer and the Trustee shall each be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each Delinquency Advance made thereby (out of its own funds) for so
long as such Delinquency Advance is outstanding (or, if any Delinquency Advance
is required to be made in respect of a delinquent Monthly Payment on any
Mortgage Loan prior to the end of the grace period for such Monthly Payment, for
so long as such Delinquency Advance is outstanding following the end of such
grace period), payable first, out of Penalty Charges received on the Mortgage
Loan or REO Loan as to which such Delinquency Advance was made and, then, once
such Delinquency Advance has been reimbursed, out of general collections on the
Mortgage Loans and REO Properties pursuant to Section 3.05(a).

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   SECTION 4.04 ALLOCATION OF REALIZED LOSSES AND ADDITIONAL TRUST FUND
EXPENSES.

   (a) On each Distribution Date, following the deemed distributions to be made
in respect of the REMIC I Regular Interests pursuant to Section 4.01(a), the
Uncertificated Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan or REO Loan or, if applicable,
Replacement Mortgage Loan(s) that will be outstanding immediately following such
Distribution Date. Such reductions shall be deemed to be an allocation of
Realized Losses and Additional Trust Fund Expenses.

   (b) On each Distribution Date, following the payments deemed to be made to
REMIC III in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(b), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of REMIC II Regular
Interests LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN,
LO and LP exceeds (ii) an amount equal to the aggregate Stated Principal Balance
that will be outstanding immediately following such Distribution Date. If such
excess does exist, then the respective Uncertificated Principal Balances of such
REMIC II Regular Interests shall be reduced such that the Uncertificated
Principal Balance of each REMIC II Regular Interest corresponds with the
Certificate Principal Balance of the corresponding Class of Principal Balance
Certificates outstanding after the subsequent adjustments made on such
Distribution Date under Section 4.04(c) below; provided that the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests LA-2-1 and
LA-2-2 shall correspond with the Certificate Principal Balance of the Class A-2
Certificates and the Uncertificated Principal Balances of the REMIC II Regular
Interests LA-2-1 and LA-2-2 shall be reduced on a pro rata basis.

   (c) On each Distribution Date, following the distributions to be made to the
Certificateholders on such date pursuant to Section 4.01(c), the Trustee shall
determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Principal Balance Certificates, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Loans that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class P, Class O, Class N, Class
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class
C and Class B Certificates shall be reduced sequentially, in that order, in each
case, until the first to occur of such excess being reduced to zero or the
related Class Principal Balance being reduced to zero. If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of the second preceding
sentence, then the respective Class Principal Balances of the Class A-1 and
Class A-2 Certificates shall be reduced, pro rata in accordance with the
relative sizes of the then outstanding Class Principal Balances of such Classes
of Certificates, until the first to occur of such excess being reduced to zero
or each such Class Principal Balance being reduced to zero. Such reductions in
the Class Principal Balances of the respective Classes of Principal Balance
Certificates shall be deemed to be allocations of Realized Losses and Additional
Trust Fund Expenses.

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                                    ARTICLE V

                                THE CERTIFICATES

   SECTION 5.01 THE CERTIFICATES.

   (a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through A-17. The Certificates will be issuable in
registered form only; provided, however, that in accordance with Section 5.03
beneficial ownership interests in the Certificates, other than the Residual
Certificates, shall initially be held and transferred through the book-entry
facilities of the Depository. The Residual Certificates will be issued as
Definitive Certificates. The REMIC III Regular Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances or
Certificate Notional Amounts, as the case may be, as of the Closing Date of not
less than $25,000 in the case of the Class A-1, Class A-2, Class B, Class C and
Class D Certificates, $100,000 in the case of the Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates, and $1,000,000 in the case of the Class X Certificates, and in
each such case in any whole dollar denomination in excess thereof; provided,
however, that a single Certificate of each Class thereof may be issued in a
different denomination. The Residual Certificates will be issuable only in
denominations representing Percentage Interests of not less than 20% in the
related Class.

   (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee in its capacity as trustee hereunder by an authorized
officer. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the authorized officers of the Trustee shall be entitled to
all benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

   SECTION 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

   (a) At all times during the term of this Agreement, there shall be maintained
at the office of the Certificate Registrar a Certificate Register in which,
subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Special Servicer, any
other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If


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the Trustee resigns or is removed in accordance with the terms hereof, the
successor trustee shall immediately succeed to its predecessor's duties as
Certificate Registrar. The Depositor, the Master Servicer and the Special
Servicer, shall have the right to inspect the Certificate Register or to obtain
a copy thereof at all reasonable times, and to rely conclusively upon a
certificate of the Certificate Registrar as to the information set forth in the
Certificate Register.

   (b) No transfer of any Non-Registered Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act in a transaction
that does not require such registration or qualification. If such a transfer is
to be made without registration under the Securities Act, other than a transfer
by the Depositor or an Affiliate thereof, then the Trustee shall require, in
order to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 hereto and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached as Exhibit B-2 hereto.

   Notwithstanding the foregoing, transfers of a beneficial interest in any
Class (or portion thereof) of Non-Registered Certificates (other than the
Residual Certificates) in accordance with the rules and procedures of the
Depository applicable to transfers by its respective participants will be
permitted if such transfer is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act.

   None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates
under the Securities Act or any other securities law or to take any action
not otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder
of a Non-Registered Certificate desiring to effect such a transfer shall, and
does hereby agree to, indemnify the Depositor, the Trustee and the
Certificate Registrar against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.

   (c) (i) No transfer of a Senior Certificate or a Class B, Class C, Class D,
Class E, Class F or Class G Certificate or any interest therein shall be made
(A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless (1) such Plan qualifies as
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act at the time of such transfer, such Certificates continue to be
rated in one of the top four rating categories by at least one Rating Agency or
(2) such Plan is an "insurance company general account" (within the meaning of
PTCE 95-60 (as defined below)) and the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

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      (ii) No transfer of a Residual Certificate or any interest therein shall
   be made (A) to any Plan or (B) to any Person who is directly or indirectly
   purchasing such Certificate or interest therein on behalf of, as named
   fiduciary of, as trustee of, or with "plan assets" of a Plan. No transfer of
   a Class H, Class J, Class K, Class L, Class M, Class N, Class O or Class P
   Certificate or any interest therein shall be made (A) to any Plan or (B) to
   any Person who is directly or indirectly purchasing such Certificate or
   interest therein on behalf of, as named fiduciary of, as trustee of, or with
   "plan assets" of a Plan unless the prospective transferee of any such
   Certificate or any interest therein provides a certification of facts to the
   Depositor, the Master Servicer and the Trustee substantially to the effect
   that (or, if such Certificate is not in certificated form, will be deemed to
   represent that) the purchase of such Certificate by or on behalf of, or with
   "plan assets" of, any Plan is permissible under applicable law, will not
   constitute or result in any non-exempt prohibited transaction under ERISA or
   Section 4975 of the Code, will not subject the Depositor, the Trustee or the
   Master Servicer to any obligation in addition to those undertaken herein, and
   the following conditions are met: (1) such Plan qualifies as an accredited
   investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
   (2) the source of funds used to purchase such Certificate is an "insurance
   company general account" (as such term is defined in United States Department
   of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (3)
   the conditions set forth in Sections I and III of PTCE 95-60 have been
   satisfied as of the date of the acquisition of such Certificates. Any
   purchaser of a Class H, Class J, Class K, Class L, Class M, Class N, Class O
   or Class P Certificate or any interest therein will be deemed to have
   represented by such purchase that either (a) such purchaser is not a Plan and
   is not purchasing such Certificates by or on behalf of, or with "plan assets"
   of, any Plan or (b) the purchase of any such Certificate by or on behalf of,
   or with "plan assets" of, any Plan is permissible under applicable law, will
   not result in any non-exempt prohibited transaction under ERISA or Section
   4975 of the Code, and will not subject the Depositor, the Trustee or the
   Master Servicer to any obligation in addition to those undertaken herein, and
   the following conditions are met: (i) such Plan qualifies as an accredited
   investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
   (ii) the source of funds used to purchase such Certificate is an "insurance
   company general account" (as such term is defined in PTCE 95-60) and (iii)
   the conditions set forth in Sections I and III of PTCE 95-60 have been
   satisfied as of the date of the acquisition of such Certificates. The Trustee
   may require that any prospective transferee of a Certificate that is held as
   a Definitive Certificate provide such certifications as the Trustee may deem
   desirable or necessary in order to establish that such transferee or the
   Person in whose name such registration is requested is not a Plan or a Person
   who is directly or indirectly purchasing such Certificate on behalf of, as
   named fiduciary of, as trustee of, or with "plan assets" of a Plan or that
   the conditions of an acceptable alternative have been satisfied. The Trustee
   shall not have any responsibility to monitor or restrict the transfer of
   Ownership Interests in any Certificates that are in the form of a Book-Entry
   Certificate.

   (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (ii)(A) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Trustee under clause (ii)(B) below to negotiate the terms of any


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mandatory sale and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

         (A) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall be a Permitted Transferee and a United States
      Person and shall promptly notify the Trustee of any change or impending
      change in its status as a Permitted Transferee.

         (B) In connection with any proposed Transfer of any Ownership Interest
      in a Residual Certificate, the Trustee shall require delivery to it, and
      no Transfer of any Residual Certificate shall be registered until the
      Trustee receives, an affidavit and agreement substantially in the form
      attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from
      the proposed Transferee, in form and substance satisfactory to the
      Trustee, representing and warranting, among other things, that such
      Transferee is a Permitted Transferee, that it is not acquiring its
      Ownership Interest in the Residual Certificate that is the subject of the
      proposed Transfer as a nominee, trustee or agent for any Person that is
      not a Permitted Transferee, that for so long as it retains its Ownership
      Interest in a Residual Certificate, it will endeavor to remain a Permitted
      Transferee, that it is a United States Person, and that it has reviewed
      the provisions of this Section 5.02(d) and agrees to be bound by them.

         (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
      by a proposed Transferee under clause (B) above, if the Trustee has actual
      knowledge that the proposed Transferee is not a Permitted Transferee or is
      not a United States Person, no Transfer of an Ownership Interest in a
      Residual Certificate to such proposed Transferee shall be effected.

         (D) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (1) to require a Transfer Affidavit and
      Agreement from any prospective Transferee to whom such Person attempts to
      transfer its Ownership Interest in such Residual Certificate and (2) not
      to transfer its Ownership Interest in such Residual Certificate unless it
      provides to the Trustee a certificate substantially in the form attached
      hereto as Exhibit C-2 stating that, among other things, it has no actual
      knowledge that such prospective Transferee is not a Permitted Transferee
      or is not a United States Person.

         (E) Each Person holding or acquiring an Ownership Interest in a
      Residual Certificate, by purchasing an Ownership Interest in such
      Certificate, agrees to give the Trustee written notice that it is a
      "pass-through interest holder" within the meaning of temporary Treasury
      regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
      Ownership Interest in a Residual Certificate, if it is, or is holding an
      Ownership Interest in a Residual Certificate on behalf of, a "pass-through
      interest holder".

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      (ii) (A) If any purported Transferee shall become a Holder of a Residual
   Certificate in violation of the provisions of this Section 5.02(d) or if any
   Holder of a Residual Certificate shall lose its status as a Permitted
   Transferee or a United States Person, then the last preceding Holder of such
   Residual Certificate that was in compliance with the provisions of this
   Section 5.02(d) shall be restored, to the extent permitted by law, to all
   rights as Holder thereof retroactive to the date of registration of such
   Transfer of such Residual Certificate. None of the Trustee, the Master
   Servicer, the Special Servicer or the Certificate Registrar shall be under
   any liability to any Person for any registration of Transfer of a Residual
   Certificate that is in fact not permitted by this Section 5.02(d) or for
   making any payments due on such Certificate to the Holder thereof or for
   taking any other action with respect to such Holder under the provisions of
   this Agreement.

         (B) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the restrictions in this Section 5.02(d), or
      if any Holder of a Residual Certificate shall lose its status as a
      Permitted Transferee or a United States Person, and to the extent that the
      retroactive restoration of the rights of the prior Holder of such Residual
      Certificate as described in clause (ii)(A) above shall be invalid, illegal
      or unenforceable, then the Trustee shall have the right, without notice to
      the Holder or any prior Holder of such Residual Certificate, to sell such
      Residual Certificate to a purchaser selected by the Trustee on such terms
      as the Trustee may choose. Such non-complying Holder shall promptly
      endorse and deliver such Residual Certificate in accordance with the
      instructions of the Trustee. Such purchaser may be the Trustee itself or
      any Affiliate of the Trustee. The proceeds of such sale, net of the
      commissions (which may include commissions payable to the Trustee or its
      Affiliates), expenses and taxes due, if any, will be remitted by the
      Trustee to such non-complying Holder. The terms and conditions of any sale
      under this clause (ii)(B) shall be determined in the sole discretion of
      the Trustee, and the Trustee shall not be liable to any Person having an
      Ownership Interest in a Residual Certificate as a result of its exercise
      of such discretion.

      (iii) The Trustee shall make available to the Internal Revenue Service and
   those Persons specified by the REMIC Provisions, all information necessary to
   compute any tax imposed (A) as a result of the Transfer of an Ownership
   Interest in a Residual Certificate to any Person who is not a Permitted
   Transferee, including the information described in Treasury Regulations
   Sections 1.860D-1(b)(5) and 1.860E-2(a)(5)with respect to the "excess
   inclusions" of such Residual Certificate and (B) as a result of any regulated
   investment company, real estate investment trust, common trust fund,
   partnership, trust, estate or organization described in Section 1381 of the
   Code that holds an Ownership Interest in a Residual Certificate having as
   among its record holders at any time any Person which is not a Permitted
   Transferee. The Person holding such Ownership Interest shall be responsible
   for the reasonable compensation of the Trustee for providing such
   information.

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<PAGE>

      (iv) The provisions of this Section 5.02(d) set forth prior to this
   subsection (iv) may be modified, added to or eliminated, provided that there
   shall have been delivered to the Trustee and the Depositor the following:

         (A) written notification from each Rating Agency to the effect that the
      modification of, addition to or elimination of such provisions will not
      cause such Rating Agency to qualify, downgrade or withdraw its
      then-current rating of any Class of Certificates; and

         (B) an Opinion of Counsel, in form and substance satisfactory to the
      Trustee and the Depositor, to the effect that such modification of,
      addition to or elimination of such provisions will not cause any of REMIC
      I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y) be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person which is not a Permitted Transferee, or cause a
      Person other than the prospective Transferee to be subject to a
      REMIC-related tax caused by the Transfer of a Residual Certificate to a
      Person which is not a Permitted Transferee.

   (e) Subject to the preceding subsections, upon surrender for registration of
transfer of any Certificate at the offices of the Certificate Registrar
maintained for such purpose, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class of a
like aggregate Percentage Interest.

   (f) At the option of any Holder, its Certificates may be exchanged for other
Certificates of authorized denominations of the same Class of a like aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at the
offices of the Certificate Registrar maintained for such purpose. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

   (g) Every Certificate presented or surrendered for transfer or exchange shall
(if so required by the Trustee or the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.

   (h) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

   (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

   (j) Upon request, the Certificate Registrar shall provide the Master
Servicer, the Special Servicer and the Depositor with an updated copy of the
Certificate Register on or about January 1 and July 1 of each year, commencing
July 1, 2001.

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   SECTION 5.03 BOOK-ENTRY CERTIFICATES.

   (a) Each Class of Certificates other than the Residual Certificates shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in subsection (c) below
shall not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Trustee shall not
have any responsibility to monitor or restrict the transfer of Ownership
Interests in any Book-Entry Certificate. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

   (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and
the Certificate Registrar may for all purposes, including the making of payments
due on the Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the Book-Entry Certificates shall
be limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

   (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities with respect to the Book-Entry Certificates, and
(B) the Depositor is unable to locate a qualified successor, or (ii) the
Depositor at its option advises the Trustee and the Certificate Registrar in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer and any other documents necessary to satisfy the
requirements of any applicable transfer restrictions, the Trustee shall execute,
and the Certificate Registrar shall authenticate and deliver, the applicable
Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Registrar shall be liable for any delay in
delivery of such instructions, and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates


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for purposes of evidencing ownership of the Registered Certificates held in
book-entry form, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

   SECTION 5.04 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

   If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of actual notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee
shall execute, and the Certificate Registrar shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of the Trustee and the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the applicable REMIC, as
if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

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   SECTION 5.05 PERSONS DEEMED OWNERS.

   Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as of the related Record Date as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, except as and
to the extent provided in the definition of "Certificateholder", and none of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any agent of any of them shall be affected by notice
to the contrary except as provided in Section 5.02(d).

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

   SECTION 6.01 LIABILITY OF THE DEPOSITOR, THE MASTER SERVICER AND THE
SPECIAL SERVICER.

   The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.

   SECTION 6.02 MERGER, CONSOLIDATION OR CONVERSION OF THE DEPOSITOR, THE
MASTER SERVICER AND THE SPECIAL SERVICER; ASSIGNMENT OF RIGHTS AND DELEGATION
OF DUTIES BY THE MASTER SERVICER AND THE SPECIAL SERVICER.

   (a) Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

   (b) The Depositor, the Master Servicer and the Special Servicer may be merged
or consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer and the Special Servicer, shall be the successor
of the Depositor, the Master Servicer and the Special Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that (i) such Person is qualified to service
multifamily mortgage loans on behalf of FNMA or FHLMC and (ii) such merger,
consolidation or succession will not result in the downgrade, qualification or
withdrawal of the then-current ratings of the Classes of Certificates that have
been so rated (as evidenced by a letter to such effect from each Rating Agency).

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   (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer and the Special Servicer may assign all of its
rights and delegate all of its duties and obligations under this Agreement;
provided that the Person accepting such assignment or delegation shall be a
Person that is qualified to service multifamily mortgage loans on behalf of FNMA
or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is
willing to service the Mortgage Loans and executes and delivers to the Depositor
and the Trustee an agreement, in form and substance reasonably satisfactory to
the Depositor and the Trustee, which contains an assumption by such Person of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer or the Special Servicer, as
the case may be, under this Agreement; provided further that such assignment or
delegation will not result in the downgrade, qualification or withdrawal of the
then-current ratings of the Classes of Certificates that have been rated (as
evidenced by a Rating Agency Confirmation). In the case of any such assignment
and delegation, the Master Servicer or the Special Servicer, as the case may be,
shall be released from its obligations under this Agreement, except that the
Master Servicer or the Special Servicer, as the case may be, shall remain liable
for all liabilities and obligations incurred by it, or arising from its conduct,
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the preceding sentence. Notwithstanding anything above
to the contrary, each of the Master Servicer and the Special Servicer may, in
its sole discretion, appoint Sub-Servicers in accordance with Section 3.22
hereof and independent contractors or agents to perform select duties thereof,
provided that the Master Servicer or the Special Servicer shall not be relieved
from such duties solely by virtue of such appointment.

   SECTION 6.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE MASTER
SERVICER, THE SPECIAL SERVICER AND OTHERS.

   None of the Depositor, the Master Servicer, the Special Servicer or any of
the directors, officers, employees or agents of the Depositor, the Master
Servicer or the Special Servicer shall be under any liability to the Trust Fund
or the Certificateholders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer, the Special Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, the
Special Servicer and any director, officer, employee or agent of the Depositor,
the Master Servicer or the Special Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer and
the Special Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates or any asset of the Trust Fund, other than any loss, liability or
expense specifically required to be borne by such Person pursuant to the terms
hereof, or which constitutes a Servicing Advance (and is otherwise specifically
reimbursable hereunder), or which is incurred by such Person by reason of such
Person's willful misfeasance, bad faith or negligence in the performance of such
Person's duties hereunder or by reason of such Person's reckless disregard of
obligations and duties hereunder.

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<PAGE>

   None of the Depositor, the Master Servicer or the Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer or the Special Servicer may
in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this
Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and
costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust
Fund, and the Depositor, the Master Servicer and the Special Servicer shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Certificate Account as provided by Section
3.05(a).

   SECTION 6.04 DEPOSITOR, MASTER SERVICER AND SPECIAL SERVICER NOT TO
RESIGN.

   Subject to the provisions of Section 6.02, none of the Depositor, the
Master Servicer or the Special Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that
its duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Depositor, the Master
Servicer or the Special Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee. No such resignation by the Master
Servicer or the Special Servicer shall become effective until the Trustee or
a successor servicer shall have assumed the responsibilities and obligations
of the Master Servicer or the Special Servicer, as the case may be, in
accordance with Section 7.02.

   SECTION 6.05 RIGHTS OF THE DEPOSITOR IN RESPECT OF THE MASTER SERVICER AND
THE SPECIAL SERVICER.

   The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer hereunder;
provided, however, that neither the Master Servicer nor the Special Servicer
shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. The Depositor shall not have
any responsibility or liability for any action or failure to act by the
Master Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise.

                                   ARTICLE VII

                                     DEFAULT

   SECTION 7.01 EVENTS OF DEFAULT.

   (a) "Event of Default", wherever used herein, means any one of the following
events:

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      (i) (A) any failure by the Master Servicer to make a required deposit to
   the Certificate Account which continues unremedied for one Business Day
   following the date on which such deposit was first required to be made, or
   (B) any failure by the Master Servicer to deposit into, or to remit to the
   Trustee for deposit into, the Distribution Account any amount required to be
   so deposited or remitted, which failure is not remedied by 11:00 a.m. (New
   York City time) on the relevant Distribution Date; or

      (ii) any failure by the Special Servicer to deposit into, or to remit to
   the Master Servicer for deposit into, the Certificate Account any amount
   required to be so deposited or remitted under this Agreement which failure
   continues unremedied for one Business Day following the date on which such
   deposit or remittance was first required to be made; or

      (iii) any failure by the Master Servicer or the Special Servicer to timely
   make any Servicing Advance required to be made by it pursuant to this
   Agreement which continues unremedied for a period ending on the earlier of
   (A) 15 days following the date such Servicing Advance was first required to
   be made, and (B) either, if applicable, (1) in the case of a Servicing
   Advance relating to the payment of insurance premiums, the day on which such
   insurance coverage terminates if such premiums are not paid or (2) in the
   case of a Servicing Advance relating to the payment of real estate taxes, the
   date of the commencement of a foreclosure action with respect to the failure
   to make such payment; or

      (iv) any failure on the part of the Master Servicer or the Special
   Servicer duly to observe or perform in any material respect any other of the
   covenants or agreements on the part of the Master Servicer or the Special
   Servicer contained in this Agreement which continues unremedied for a period
   of 30 days after the date on which written notice of such failure, requiring
   the same to be remedied, shall have been given to the Master Servicer or the
   Special Servicer, as the case may be, by the Trustee or the Depositor, or to
   the Master Servicer or the Special Servicer, as the case may be by the
   Holders of Certificates entitled to not less than 25% of the Voting Rights;
   provided, however, that if such covenant or agreement is capable of being
   cured and the Master Servicer or Special Servicer, as applicable, is
   diligently pursuing such cure, such 30 day period shall be extended for an
   additional 30 days; or

      (v) any breach on the part of the Master Servicer or the Special Servicer
   of any representation or warranty contained in this Agreement which
   materially and adversely affects the interests of any Class of
   Certificateholders and which continues unremedied for a period of 30 days
   after the date on which notice of such breach, requiring the same to be
   remedied, shall have been given to the Master Servicer or the Special
   Servicer by the Trustee or the Depositor, or to the Master Servicer or the
   Special Servicer, as the case may be by the Holders of Certificates entitled
   to not less than 25% of the Voting Rights; provided, however, if such breach
   is capable of being cured and the Master Servicer or Special Servicer, as
   applicable, is diligently pursuing such cure, such 30 day period shall be
   extended for an additional 30 days; or

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<PAGE>

      (vi) a decree or order of a court or agency or supervisory authority
   having jurisdiction in the premises in an involuntary case under any present
   or future federal or state bankruptcy, insolvency or similar law for the
   appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshalling of
   assets and liabilities or similar proceedings, or for the winding-up or
   liquidation of its affairs, shall have been entered against the Master
   Servicer or the Special Servicer and such decree or order shall have remained
   in force undischarged or unstayed for a period of 60 days; or

      (vii) the Master Servicer or the Special Servicer shall consent to the
   appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshalling of
   assets and liabilities or similar proceedings of or relating to it or of or
   relating to all or substantially all of its property; or

      (viii) the Master Servicer or the Special Servicer shall admit in writing
   its inability to pay its debts generally as they become due, file a petition
   to take advantage of any applicable bankruptcy, insolvency or reorganization
   statute, make an assignment for the benefit of its creditors, voluntarily
   suspend payment of its obligations, or take any corporate action in
   furtherance of the foregoing; or

      (ix) the Trustee shall have received written notice from Fitch that the
   continuation of the Master Servicer or the Special Servicer in such capacity
   would result in the downgrade, qualification or withdrawal of any rating then
   assigned by such Rating Agency to any Class of Certificates; or

      (x) the Master Servicer or the Special Servicer is removed from Standard &
   Poor's approved master servicer list or special servicer list, as the case
   may be, and the ratings of any of the Certificates by Standard & Poor's are
   downgraded, qualified or withdrawn (including, without limitation, placed on
   "negative credit watch") in connection with such removal.

   (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been
remedied, the Depositor or the Trustee may, and at the written direction of
the Holders of Certificates entitled to at least 51% of the Voting Rights,
the Trustee shall terminate, by notice in writing to the Defaulting Party,
with a copy of such notice to the Depositor (if the termination is effected
by the Trustee) or to the Trustee (if the termination is effected by the
Depositor), all of the rights and obligations of the Defaulting Party under
this Agreement and in and to the Mortgage Loans and the proceeds thereof
(other than any rights of the Defaulting Party as Certificateholder). From
and after the receipt by the Defaulting Party of such written notice, all
authority and power of the Defaulting Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Defaulting Party, as attorney-in-fact or
otherwise, any and all


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documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agrees that if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than ten Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
or any other Successor Master Servicer or Special Servicer with all documents
and records requested by it to enable it to assume the Master Servicer's or
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee or any other Successor Master Servicer or Special Servicer in
effecting the termination of the Master Servicer's or Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within two Business Days to the Trustee or any other
Successor Master Servicer or Special Servicer for administration by it of all
cash amounts which shall at the time be or should have been credited by the
Master Servicer or the Special Servicer to the Certificate Account, the
Distribution Account, the REO Account or any Servicing Account or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall continue
to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances made by it or otherwise, and it and its directors, officers, employees
and agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

   SECTION 7.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

   On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
or the Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer or the Special Servicer, as the
case may be, by the terms and provisions hereof, including, without limitation,
the Master Servicer's obligation to make Delinquency Advances; provided that any
failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's failure to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer or for any losses
incurred by the Master Servicer or the Special Servicer pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to the
applicable Servicing Fee and Special Servicing Fee and all funds relating to the
Mortgage Loans which the Master Servicer or the Special Servicer would have been
entitled to charge to the Certificate Account or the Distribution Account if the
Master Servicer or the Special Servicer had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or if the Holders of Certificates entitled
to at least 51% of the Voting Rights so request in writing to the Trustee or if
the Trustee is not approved as a master servicer or special servicer, as the
case may be, by each Rating Agency, promptly appoint any FNMA or FHLMC-approved
mortgage loan servicing institution that has a net worth of not less than
$10,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by
Rating Agency Confirmation), as the successor to the Master Servicer hereunder
or the Special Servicer,


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as the case may be, in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or the Special
Servicer, as the case may be, hereunder. No appointment of a successor to the
Master Servicer or the Special Servicer, as the case may be, hereunder shall be
effective until the assumption of the successor to the Master Servicer or the
Special Servicer, as the case may be, of all the responsibilities, duties and
liabilities of the Master Servicer or the Special Servicer, as the case may be,
hereunder. Pending appointment of a successor to the Master Servicer or the
Special Servicer, as the case may be, hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with any such appointment and
assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise as
it and such successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the resigning or terminated party
hereunder. The Depositor, the Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. The Trustee shall be reimbursed for all of its out-of-pocket
expenses incurred in connection with obtaining such successor servicer by the
Trust within 60 days of the Trustee's submission of an invoice with respect
thereto and after making reasonable efforts to collect such amounts from the
successor servicer, to the extent such expenses have not been reimbursed by the
successor servicer; such expenses paid by the Trust Fund shall be deemed to be
an Additional Trust Fund Expense.

   SECTION 7.03 NOTIFICATION TO CERTIFICATEHOLDERS.

      (a) Upon any resignation of the Master Servicer or the Special Servicer
   pursuant to Section 6.04, any termination of the Master Servicer or the
   Special Servicer pursuant to Section 7.01 or any appointment of a successor
   to the Master Servicer or the Special Servicer pursuant to Section 7.02, the
   Trustee shall give prompt written notice thereof to Certificateholders at
   their respective addresses appearing in the Certificate Register.

      (b) Not later than the later of (i) 60 days after the occurrence of any
   event which constitutes or, with notice or lapse of time or both, would
   constitute an Event of Default and (ii) five days after the Trustee would be
   deemed to have notice of the occurrence of such an event in accordance with
   Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and
   all Certificateholders notice of such occurrence, unless such default shall
   have been cured.

   SECTION 7.04 WAIVER OF EVENTS OF DEFAULT.

   The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default; provided, however, that an
Event of Default under clause (i) or (ii) of Section 7.01 may be waived only
by all of the Certificateholders of the affected Classes. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of
waiving any Event of Default pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor
shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.

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<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

   SECTION 8.01 DUTIES OF TRUSTEE.

   (a) The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiver of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default occurs and is continuing, the Trustee (other
than as successor Master Servicer or Special Servicer) shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

   (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or any other person and accepted by the Trustee
in good faith, pursuant to this Agreement.

   (c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:

      (i) Prior to the occurrence of an Event of Default, and after the curing
   of all such Events of Default which may have occurred, the duties and
   obligations of the Trustee shall be determined solely by the express
   provisions of this Agreement, the Trustee shall not be liable except for the
   performance of such duties and obligations as are specifically set forth in
   this Agreement, no implied covenants or obligations shall be read into this
   Agreement against the Trustee and, in the absence of bad faith on the part of
   the Trustee, the Trustee may conclusively rely, as to the truth of the
   statements and the correctness of the opinions expressed therein, upon any
   certificates or opinions furnished to the Trustee and conforming to the
   requirements of this Agreement;

      (ii) The Trustee shall not be personally liable for an error of judgment
   made in good faith by a Responsible Officer or Responsible Officers of the
   Trustee, unless it shall be proved that the Trustee was negligent in
   ascertaining the pertinent facts; and

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      (iii) The Trustee shall not be personally liable with respect to any
   action taken, suffered or omitted to be taken by it in good faith in
   accordance with the direction of Holders of Certificates entitled to at least
   25% of the Voting Rights relating to the time, method and place of conducting
   any proceeding for any remedy available to the Trustee, or exercising any
   trust or power conferred upon the Trustee, under this Agreement.

   SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.

   Except as otherwise provided in Section 8.01:

      (i) The Trustee may rely upon and shall be protected in acting or
   refraining from acting upon any resolution, Officer's Certificate,
   certificate of auditors or any other certificate, statement, instrument,
   opinion, report, notice, request, consent, order, appraisal, bond or other
   paper or document reasonably believed by it to be genuine and to have been
   signed or presented by the proper party or parties;

      (ii) The Trustee may consult with counsel and the written advice of such
   counsel or any Opinion of Counsel shall be full and complete authorization
   and protection in respect of any action taken or suffered or omitted by it
   hereunder in good faith and in accordance therewith and the expense of such
   consultation with counsel shall be reimbursable under Section 8.05(b) hereof;

      (iii) The Trustee shall not be under any obligation to exercise any of the
   trusts or powers vested in it by this Agreement or to make any investigation
   of matters arising hereunder or to institute, conduct or defend any
   litigation hereunder or in relation hereto at the request, order or direction
   of any of the Certificateholders, pursuant to the provisions of this
   Agreement, unless such Certificate- holders shall have offered to the Trustee
   reasonable security or indemnity against the costs, expenses and liabilities
   which may be incurred therein or thereby; the Trustee shall not be required
   to expend or risk its own funds or otherwise incur any financial liability in
   the performance of any of its duties hereunder, or in the exercise of any of
   its rights or powers, if it shall have reasonable grounds for believing that
   repayment of such funds or adequate indemnity against such risk or liability
   is not reasonably assured to it; nothing contained herein shall, however,
   relieve the Trustee of the obligation, upon the occurrence of an Event of
   Default which has not been cured, to exercise such of the rights and powers
   vested in it by this Agreement, and to use the same degree of care and skill
   in their exercise as a prudent man would exercise or use under the
   circumstances in the conduct of his own affairs;

      (iv) The Trustee shall not be personally liable for any action reasonably
   taken, suffered or omitted by it in good faith and believed by it to be
   authorized or within the discretion or rights or powers conferred upon it by
   this Agreement;

      (v) Prior to the occurrence of an Event of Default hereunder and after the
   curing of all Events of Default which may have occurred, the Trustee shall
   not be bound to make any investigation into the facts or matters stated in
   any resolution,


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   certificate, statement, instrument, opinion, report, notice, request,
   consent, order, approval, bond or other paper or document, unless requested
   in writing to do so by Holders of Certificates entitled to at least 50% of
   the Voting Rights; provided, however, that if the payment within a reasonable
   time to the Trustee of the costs, expenses or liabilities likely to be
   incurred by it in the making of such investigation is, in the opinion of the
   Trustee, not reasonably assured to the Trustee by the security afforded to it
   by the terms of this Agreement, the Trustee may require reasonable indemnity
   against such expense or liability as a condition to taking any such action;

      (vi) The Trustee may not execute any of the trusts or powers hereunder or
   perform any duties hereunder either directly or by or through agents,
   provided that the Trustee shall not be relieved from such duties, and the
   Trustee shall remain responsible for all acts and omissions of any such
   agent;

      (vii) For all purposes under this Agreement, the Trustee shall not be
   deemed to have notice of any Event of Default unless a Responsible Officer of
   the Trustee has actual knowledge thereof or unless written notice of any
   event which is in fact such a default is received by the Trustee at the
   Corporate Trust Office, and such notice references the Certificates or this
   Agreement; and

      (viii) The Trustee shall not be responsible for any act or omission of the
   Master Servicer or the Special Servicer (unless the Trustee is acting as
   Master Servicer or the Special Servicer, as the case may be) or of the
   Depositor or any other person.

   SECTION 8.03 TRUSTEE NOT LIABLE FOR VALIDITY OR SUFFICIENCY OF
CERTIFICATES OR MORTGAGE LOANS.

   The recitals contained herein and in the Certificates, other than the
representations and warranties of, and the other statements attributed to the
Trustee in Sections 2.02, 2.05, 2.07 and 8.13 and the signature of the
Trustee set forth on each outstanding Certificate, shall be taken as the
statements of the Depositor, the Master Servicer or the Special Servicer, as
the case may be, and the Trustee shall not assume responsibility for their
correctness. The Trustee shall not make any representations as to the
validity or sufficiency of this Agreement (except to the extent set forth in
Section 8.13) or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or any related document.
The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from the Certificate Account or
any other account by or on behalf of the Depositor, the Master Servicer or
the Special Servicer. The Trustee shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

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   SECTION 8.04 TRUSTEE MAY OWN CERTIFICATES.

   The Trustee, in its individual or any other capacity, may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.

   SECTION 8.05 FEES AND EXPENSES OF TRUSTEE; INDEMNIFICATION OF TRUSTEE.

   (a) Monthly, the Trustee shall be entitled to withdraw the Trustee Fee from
the Distribution Account pursuant to Section 3.05(b) for all services rendered
by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee. On or
prior to the Distribution Date in each month, the Trustee shall be entitled to
withdraw and pay itself from amounts then on deposit in the Distribution Account
an amount equal to the then unpaid Trustee Fees.

   (b) The Trustee and any director, officer, employee or agent of the Trustee
and any of its directors, officers, employees or agents shall be indemnified and
held harmless by the Trust Fund (to the extent of amounts on deposit in the
Distribution Account from time to time) against any loss, liability or expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with, any act or omission of the
Trustee relating to the exercise and performance of any of the powers and duties
of the Trustee hereunder; provided that neither the Trustee nor any of the other
above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee in the normal course of the
Trustee's performing their routine duties in accordance with any of the
provisions hereof, (iii) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof, or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of reckless disregard of such obligations or duties, or as may arise from a
breach of any representation, warranty or covenant of the Trustee made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor trustee.

   SECTION 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

   The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States
of America or any State thereof or the District of Columbia, authorized under
such laws to exercise trust powers, having a combined capital and surplus of
at least $100,000,000 and subject to supervision or examination by federal or
state authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. The long-term unsecured debt
obligations of the Trustee shall at all times be rated not less than "AA" by
Standard & Poor's and "AA" by Fitch (or, if not rated by Fitch, otherwise
acceptable to Fitch as would not result in a qualification,


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downgrade or withdrawal of the rating assigned by Fitch to any Class of
Certificates) or such other rating as shall not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned to the respective
Classes of Certificates, as confirmed in writing by each Rating Agency. In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07; provided that if the Trustee
shall cease to be so eligible because its combined capital and surplus is no
longer at least $100,000,000 or its long-term unsecured debt rating no longer
conforms to the requirements of the immediately preceding sentence, and if the
Trustee proposes to the other parties hereto to enter into an agreement with
(and reasonably acceptable to) each of them or the Trustee appoints a fiscal
agent, and if in light of such agreement or such appointment, the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any
rating assigned thereby to any Class of Certificates, then upon the execution
and delivery of such agreement or the effectiveness of such appointment, the
Trustee shall not be required to resign, and may continue in such capacity, for
so long as none of the ratings assigned by the Rating Agencies to the
Certificates is adversely affected thereby. The corporation or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Master Servicer, the Special Servicer and their respective
Affiliates.

   SECTION 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE.

   (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

   (b) If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and appoint a successor trustee acceptable to
the Master Servicer by written instrument, in duplicate, which instrument shall
be delivered to the Trustee so removed and to the successor trustee. A copy of
such instrument shall be delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor.

   (c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set to


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the Trustee so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Depositor, the Special
Servicer and the remaining Certificateholders by the Master Servicer.

   (d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor trustee as provided
in Section 8.08. Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of compensation and
reimbursement for services rendered and expenses incurred (including without
limitation unreimbursed Advances and interest thereon made thereby) accrued or
payable up to and including the effective date of such termination, at such
times and from such sources as if the predecessor Trustee had not resigned or
been removed.

   SECTION 8.08 SUCCESSOR TRUSTEE.

   (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

   (b) No successor trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.

   (c) Upon acceptance of appointment by a successor trustee as provided in this
Section 8.08, the successor trustee shall mail notice of such appointment to the
Depositor and the Certificateholders.

   SECTION 8.09 MERGER OR CONSOLIDATION OF TRUSTEE.

   Any entity into which the Trustee may be merged or converted or with which
it may be consolidated or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such entity shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

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   SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

   (a) Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen days after the receipt
by it of a request to do so, or in case an Event of Default in respect of the
Master Servicer shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

   (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

   (c) Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

   (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

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   (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

   SECTION 8.11 APPOINTMENT OF CUSTODIANS.

   The Trustee may, with the consent of the Master Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for
the Trustee. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall itself (or together with an
affiliate guaranteeing its financial performance) have a combined capital and
surplus of at least $15,000,000, shall have long-term unsecured debt
obligation ratings from Fitch of at least "BBB" or be otherwise acceptable to
Fitch, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File, shall maintain and keep in full force and effect
throughout the term of this Agreement a fidelity bond and an errors and
omissions insurance policy covering its officers and employees and other
persons acting on its behalf in connection with its activities under the
Agreement in the amount of coverage customary for custodians acting in such
capacity, and shall not be the Depositor, a Mortgage Loan Seller or any
Affiliate of the Depositor or a Mortgage Loan Seller. Each Custodian shall be
subject to the same obligations and standard of care as would be imposed on
the Trustee hereunder in connection with the retention of Mortgage Files
directly by the Trustee. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of any Custodian.

   SECTION 8.12 ACCESS TO CERTAIN INFORMATION.

   (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee ten copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund (or at the Primary Servicing Office of the Master Servicer) and
shall, upon reasonable advance notice, make available during normal business
hours for review by any Holder, Certificate Owner or prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder, Certificate Owner or prospective transferee of a
Non-Registered Certificate or interest therein, any private placement memorandum
or other disclosure document relating to the Class of Certificates to which such
Non-Registered Certificate belongs, in the form most recently provided to the
Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereto
entered into pursuant to Section 11.01, (B) all reports required to be delivered
to Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (C) all Officer's Certificates delivered to the Trustee since the
Closing Date pursuant to Section 3.13, (D) all accountants' reports delivered to
the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent
inspection report prepared by the Master Servicer or Special Servicer and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12, (F) as to each Mortgage Loan pursuant to which


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the related Mortgagor is required to deliver such items or the Master Servicer
or Special Servicer has otherwise acquired such items, the most recent annual
operating statement and rent roll of the related Mortgaged Property and
financial statements of the related Mortgagor collected by the Master Servicer
or the Special Servicer and delivered to the Trustee pursuant to Section
3.12(b), (G) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which
the environmental testing contemplated by Section 3.09(c) revealed that either
of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof was not satisfied (but only for so long as such Mortgaged Property or
the related Mortgage Loan are part of the Trust Fund), (H) the respective
Mortgage Files, including, without limitation, any and all modifications,
waivers and amendments of the terms of a Mortgage Loan entered into by the
Master Servicer or the Special Servicer and delivered to the Trustee pursuant to
Section 3.20 (but only for so long as the affected Mortgage Loan is part of the
Trust Fund), (I) copies of any Appraisals performed as a result of an Appraisal
Reduction Event, and (J) any and all Officer's Certificates and other evidence
delivered to or retained by the Trustee to support the Master Servicer's,
Special Servicer's, or Trustee's determination that any Advance was or, if made,
would be a Nonrecoverable Advance. Copies of any and all of the foregoing items
will be available from the Trustee upon written request; however, the Trustee
shall be permitted to require from the requesting Certificateholder payment of a
sum sufficient to cover the reasonable costs and expenses of providing such
copies.

   In connection with providing access to or copies of the items described in
the preceding paragraph, the Trustee may require (a) in the case of
Certificate Owners, a written confirmation executed by the requesting Person,
in form reasonably satisfactory to the Trustee, generally to the effect that
such Person is a beneficial holder of Certificates, is requesting the
information solely for use in evaluating such Person's investment in the
Certificates and will otherwise keep such information confidential and (b) in
the case of a prospective purchaser, a written confirmation executed by the
requesting Person, in form reasonably satisfactory to the Trustee, generally
to the effect that such Person is a prospective purchaser of a Certificate or
an interest therein, is requesting the information solely for use in
evaluating a possible investment in Certificates and will otherwise keep such
information confidential. All Certificateholders, by the acceptance of their
Certificates, shall be deemed to have agreed to keep such information
confidential. Notwithstanding the foregoing provisions of this Section
8.12(a), the Trustee shall have no responsibility for the accuracy,
completeness or sufficiency for any purpose of any information so made
available or furnished by it pursuant to this Section 8.12(a).

   (b) The Trustee shall provide or cause to be provided to the Depositor, the
Master Servicer, and the Special Servicer, and to the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, and any other federal or
state banking or insurance regulatory authority that may exercise authority over
any Certificateholder, access to the Mortgage Files and any other documentation
regarding the Mortgage Loans and the Trust Fund within its control which may be
required by this Agreement or by applicable law. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Trustee designated by it.

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   SECTION 8.13 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.

   (a) The Trustee hereby represents and warrants to the Master Servicer, for
its own benefit and the benefit of the Certificateholders, and to the Special
Servicer and the Depositor, as of the Closing Date, that:

      (i) The Trustee is a national banking association duly organized, validly
   existing and in good standing under the laws of the United States of America.

      (ii) The execution and delivery of this Agreement by the Trustee, and the
   performance and compliance with the terms of this Agreement by the Trustee,
   will not violate the Trustee's organizational documents or constitute a
   default (or an event which, with notice or lapse of time, or both, would
   constitute a default) under, or result in the breach of, any material
   agreement or other instrument to which it is a party or which is applicable
   to it or any of its assets.

      (iii) This Agreement, assuming due authorization, execution and delivery
   by the Special Servicer, the Master Servicer and the Depositor, constitutes a
   valid, legal and binding obligation of the Trustee, enforceable against the
   Trustee in accordance with the terms hereof, subject to applicable
   bankruptcy, insolvency, reorganization, moratorium and other laws affecting
   the enforcement of creditor's rights generally, and general principles of
   equity, regardless of whether such enforcement is considered in a proceeding
   in equity or at law.

      (iv) The Trustee is not in default with respect to any order or decree of
   any court, or any order, regulation or demand of any federal, state,
   municipal or governmental agency having jurisdiction, which default, in the
   Trustee's good faith and reasonable judgment, is likely to affect materially
   and adversely the ability of the Trustee to perform its obligations or the
   financial condition or operations of the Trustee or its properties.

      (v) No litigation is pending or, to the best of the Trustee's knowledge,
   threatened against the Trustee which would prohibit the Trustee from entering
   into this Agreement or, in the Trustee's good faith and reasonable judgment,
   is likely to materially and adversely affect the ability of the Trustee to
   perform its obligations under this Agreement.

      (vi) No consent, approval, authorization or order of, registration or
   filing with or notice to, any governmental authority or court is required,
   under federal or state law, for the execution, delivery and performance of or
   compliance by the Trustee with this Agreement, or the consummation by the
   Trustee of any transaction contemplated hereby, other than (1) such consents,
   approvals, authorization, qualifications, registrations, filings or notices
   as have been obtained or made and (2) where the lack of such consent,
   approval, authorization, qualification, registration, filing or notice would
   not have a material adverse effect on performance by the Trustee under this
   Agreement.

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   SECTION 8.14 FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

   Based on information furnished to it by the Master Servicer and the
Depositor (in an 80 column unformatted electronic format acceptable to the
Trustee), the Trustee will prepare and file with the Securities and Exchange
Commission on Form 8-K (including EDGAR filings), on behalf of the Trust
Fund, each Distribution Date Statement. The Trustee shall have no
responsibility to file any items other than those specified in this Section
8.14. Prior to January 2, 2002 (and each anniversary thereafter until
directed by the Depositor to file a Form 15, delisting the transaction) the
Trustee shall hire counsel selected by the Depositor to file Form 10-K's on
behalf of the Trust Fund for the preceding fiscal year. Any fees and expenses
accrued and incurred by the Trustee in connection with this Section 8.14
(including reasonable attorneys' fees) shall be reimbursed to it by the
Depositor. Prior to filing any such reports, the Trustee shall submit reports
to the Depositor for review and approval.

                                   ARTICLE IX

                                   TERMINATION

   SECTION 9.01 TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE
LOANS.

   Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer and the Trustee (other than the obligations of the
Trustee to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the
earlier to occur of (i) the purchase by the Master Servicer or the Depositor
of all Mortgage Loans and each REO Property remaining in REMIC I at a price
(to be determined as of the end of the Collection Period for the anticipated
Final Distribution Date) equal to (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC I, plus (B) the appraised value of each REO
Property, if any, included in REMIC I (such appraisal to be conducted by an
Independent MAI-designated appraiser selected by the Master Servicer and
approved by the Trustee), minus (C) solely in the case where the Master
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any Advance Interest accrued and payable to the
Master Servicer in respect of such Advances and any unpaid Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer in connection with such purchase);
provided, however, that any such purchase with respect to the Additional
Servicing Fee Mortgage Loans shall be subject to the rights of the applicable
Designated Sub-Servicer to continue to sub-service such Mortgage Loans and
the rights of Archon Financial, L.P., the applicable Designated Sub-Servicer
and the Master Servicer to receive or retain their applicable portion, if
any, of the Additional Servicing Fee pursuant to the applicable Designated
Sub-Servicer Agreement, and (ii) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P.


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<PAGE>

Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

   The Master Servicer or the Depositor each may, at its option, elect to
purchase all of the Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (i) of the preceding paragraph by giving
written notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, that the Master Servicer or
the Depositor may so elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I only if the aggregate Stated Principal Balance
of the Mortgage Loans and any REO Loans remaining in the Trust Fund at the
time of such election is less than 1% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans set forth in the Preliminary Statement. Such
option shall be exercisable by each such Person in the priority in which such
Person is listed in the immediately foregoing sentence. In the event that the
Master Servicer or the Depositor purchases all of the Mortgage Loans and each
REO Property remaining in REMIC I in accordance with the preceding sentence,
the Master Servicer or the Depositor, as applicable, shall deposit in the
Distribution Account not later than the Master Servicer Remittance Date
relating to the Distribution Date on which the final distribution on the
Certificates is to occur, an amount in immediately available funds equal to
the above-described purchase price (exclusive of any portion thereof that
would be payable to any Person other than the Certificateholders pursuant to
Section 3.05(a) if on deposit in the Certificate Account, which portion shall
be deposited in the Certificate Account). In addition, the Master Servicer
shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Master Servicer Remittance Date from the
Certificate Account pursuant to the second paragraph of Section 3.04(b),
together with any other amounts on deposit in the Certificate Account that
would otherwise be held for future distribution. Upon confirmation that such
final deposits have been made, the Trustee shall release or cause to be
released to the Master Servicer or the Depositor, as applicable, the Mortgage
Files for the remaining Mortgage Loans and any Reserve Funds and Escrow
Payments in any Reserve Accounts or Servicing Account, as applicable, and
shall execute all assignments, endorsements and other instruments furnished
to it by the Master Servicer or the Depositor, as applicable, as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties
remaining in REMIC I. All Credit Files for the remaining Mortgage Loans and
REO Properties shall be delivered to the purchasing entity.

   Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with the Master Servicer's or the Depositor's
purchase of all of the Mortgage Loans and each REO Property remaining in
REMIC I, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates
or (b) otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment
of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.

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   Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of
the amounts then on deposit in the Distribution Account that are allocable to
payments on the Class to which the Certificates so presented and surrendered
belong. Amounts on deposit in the Distribution Account as of the final
Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clauses (ii)-(viii) of Section
3.05(b)) shall be allocated for the purposes, in the amounts and in
accordance with the priority set forth in Section 4.01. Any funds not
distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner, and shall be
disposed of in accordance with the last paragraph of Section 4.01(g).

   SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.

   (a) In the event the Master Servicer or the Depositor purchases all of the
Mortgage Loans and each REO Property remaining in REMIC I as provided in Section
9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall
be terminated in accordance with the following additional requirements, unless
the Master Servicer or the Depositor, as the case may be, obtains at its own
expense and delivers to the Trustee an Opinion of Counsel, addressed to the
Depositor, the Master Servicer and the Trustee, to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(subject to Section 10.01(f)) result in the imposition of taxes on "prohibited
transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of
the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC
at any time that any Certificates are outstanding:

      (i) the Trustee shall specify the first day in the 90-day liquidation
   period in a statement attached to the final Tax Return for each of REMIC I,
   REMIC II and REMIC III pursuant to Treasury regulation Section 1.860F-1 and
   shall satisfy all requirements of a qualified liquidation under Section 860F
   of the Code and any regulations thereunder;

      (ii) during such 90-day liquidation period and at or prior to the time of
   making of the final payment on the Certificates, the Trustee shall sell all
   of the assets of REMIC I to the Master Servicer or the Depositor, as
   applicable, for cash; and

      (iii) immediately following the making of the final payment on the
   Certificates, the Trustee shall distribute or credit, or cause to be
   distributed or credited, to the Holders of the related Class of Residual
   Certificates all cash on hand in the related REMIC (other than cash retained
   to meet claims), and REMIC I, REMIC II and REMIC III shall terminate at that
   time.

   (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to adopt a plan of complete liquidation of REMIC I,
REMIC II and REMIC III, which authorization shall be binding upon all
successor Certificateholders.

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                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

   SECTION 10.01 REMIC ADMINISTRATION.

   (a) The Trustee shall make an election to treat each of REMIC I, REMIC II and
REMIC III as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The REMIC I Regular Interests are hereby designated as
the "regular interests" (within the meaning of Section 860G(a)(1) of the Code),
and the Class R-I Certificates are hereby designated as the sole class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. The REMIC II Regular Interests are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class
R-II Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
The REMIC III Regular Certificates are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) and the Class
R-III Certificates will be the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC III. The Master Servicer,
the Special Servicer and the Trustee shall not (to the extent within the control
of each) permit the creation of any "interests" (within the meaning of Section
860G of the Code) in REMIC I, REMIC II or REMIC III other than the Certificates.

   (b) The Closing Date is hereby designated as the "startup day" of each of
REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the
Code.

   (c) The Trustee, as agent for the tax matters person of each of REMIC I,
REMIC II and REMIC III, shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Trustee shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans and any REO
Properties on deposit in the Certificate Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Trustee's
willful misfeasance, bad faith or negligence or otherwise payable by the Trustee
pursuant to Section 10.01(g)(i). In the case of each of REMIC I, REMIC II and
REMIC III, the Holder of Residual Certificates representing the largest
Percentage Interest in the related Class thereof shall be designated, in the
manner provided under Treasury Regulations Section 1.860F-4(d) and temporary
Treasury Regulations Section 301.6231(a)(7)-1, as the tax matters person of such
REMIC. By its acceptance thereof, the Holder of Residual Certificates
representing the largest Percentage Interest in each Class thereof hereby agrees
to irrevocably appoint the Trustee as its agent to perform all of the duties of
the tax matters person for the related REMIC created hereunder.

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<PAGE>

   (d) The Trustee shall prepare or cause to be prepared, sign and file, in a
timely manner, all of the Tax Returns that it determines are required with
respect to the Grantor Trust and each REMIC created hereunder. The expenses of
preparing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

   (e) The Trustee shall provide (i) to any Transferor of a Residual Certificate
such information as is necessary for the application of any tax relating to the
transfer of such Residual Certificate to any Person who is not a Permitted
Transferee as provided in Section 5.02(d)(iii), (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of the person who
will serve as the representative of each of REMIC I, REMIC II and REMIC III.

   (f) The Trustee shall take such actions and shall cause each REMIC created
hereunder to take such actions as are reasonably within the Trustee's control
and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status thereof as a REMIC under the REMIC Provisions.
The Trustee shall not knowingly or intentionally take any action, cause REMIC I,
REMIC II or REMIC III to take any action or fail to take (or fail to cause to be
taken) any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) adversely affect the status of REMIC I,
REMIC II or REMIC III as a REMIC or (ii) result (subject to the following
sentence) in the imposition of a tax upon REMIC I, REMIC II or REMIC III
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee receives an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Trustee determines that taking such action is in the best interest of REMIC I,
REMIC II or REMIC III and the Certificateholders, at the expense of the Trust
Fund, but in no event at the expense of the Trustee) to the effect that the
contemplated action will not, with respect to any REMIC created hereunder
adversely affect such status or, unless the Master Servicer, the Trustee, or the
Special Servicer, as applicable (or other Person acceptable to the Trustee),
determine that the monetary exposure to REMIC I, REMIC II and REMIC III is not
material and in its or their sole discretion to indemnify, to the extent
reasonably acceptable to the Trustee, the Trust Fund against the imposition of
such tax. Wherever in this Agreement a contemplated action may not be taken
because the timing of such action might result in the imposition of a tax on the
Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may nonetheless be
taken provided that the indemnity given in the preceding sentence with respect
to any taxes that might be imposed on the Trust Fund has been given and that all
other preconditions to the taking of such action have been satisfied. The
Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this Agreement, each
of the parties hereto will consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur

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with respect to REMIC I, REMIC II or REMIC III, and such party shall not take
any such action, or cause REMIC I, REMIC II or REMIC III to take any such
action, as to which the Trustee has advised it in writing that an Adverse REMIC
Event could occur. The Trustee may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement. At all times as may be
required by the Code, the Trustee will to the extent within its control and the
scope of its duties as specifically set forth herein, maintain substantially all
of the assets of REMIC I as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

   (g) In the event that any tax is imposed on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of REMIC I, REMIC II or REMIC III as
defined in Section 860G(c) of the Code, or on any contributions to REMIC I,
REMIC II or REMIC III after the Startup Day therefor pursuant to Section 860G(d)
of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local laws, such tax shall be charged (i) to the Trustee,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) to any other party hereto, if such tax
arises out of or results from a breach by such party of any of its obligations
under this Agreement, or (iii) otherwise (including, without limitation, in the
case of any tax permitted to be incurred pursuant to Section 3.17(a)) against
amounts on deposit in the Distribution Account as provided by Section 3.05(b).

   (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I, REMIC II and REMIC III on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.

   (i) Following the Startup Day, the Trustee shall not accept any contributions
of assets to the Trust Fund unless the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the Trust Fund will not cause REMIC
I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject such REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

   (j) None of the Master Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive
a fee or other compensation for services nor (to the extent within its control)
permit REMIC I, REMIC II or REMIC III to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

   (k) Within 30 days after the Closing Date, the Trustee shall prepare and file
with the Internal Revenue Service Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for each of REMIC I, REMIC II and REMIC III.

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<PAGE>

   (l) None of the Trustee, the Master Servicer, or the Special Servicer shall
sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC
I, REMIC II or REMIC III, (iii) the termination of the Trust Fund pursuant to
Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to or
as contemplated by Section 2.03 or 3.18 of this Agreement) or acquire any assets
for the Trust Fund or sell or dispose of any investments in the Certificate
Account, the Distribution Account, or the REO Account for gain, or accept any
contributions to the Trust Fund after the Closing Date, unless it has received
an Opinion of Counsel that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of REMIC I, REMIC II or REMIC III as a
REMIC or, (b) subject to Section 10.01(f), cause REMIC I, REMIC II or REMIC III
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

   SECTION 10.02 DEPOSITOR, MASTER SERVICER, SPECIAL SERVICER, TRUSTEE TO
COOPERATE.

   (a) The Depositor shall provide or cause to be provided to the Trustee,
within ten days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

   (b) The Master Servicer, the Special Servicer and the Depositor shall each
furnish such reports, certifications and information, and access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Trustee in order to enable it
to perform its duties hereunder.

   SECTION 10.03 GRANTOR TRUST ADMINISTRATION.

   (a) The Trustee shall treat the Grantor Trust, for tax return preparation
purposes, as a grantor trust under the Code and, if necessary, under applicable
state law and will file appropriate federal or state Tax Returns for each
taxable year ending on or after the last day of the calendar year in which the
Certificates are issued.

   (b) The Trustee shall pay out of its own funds any and all routine tax
administration expenses of the Trust Fund incurred with respect to the Grantor
Trust (but not including any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to the Trust Fund that
involve the Internal Revenue Service or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Trustee from the
Trust Fund unless otherwise provided in Section 10.01(e) or 10.01(f)).

   (c) The Trustee shall prepare, sign and file when due all of the Tax Returns
in respect of the Grantor Trust. The expenses of preparing and filing such
returns shall be borne by the Trustee without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the
Trustee or its designee such information with respect to the Grantor Trust as is
in its possession and reasonably requested by the Trustee to enable it to
perform its


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<PAGE>

obligations under this Section 10.03. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Trustee's request
therefor, shall provide in writing to the Trustee such information as is
reasonably requested by the Trustee for tax purposes, and the Trustee's duty to
perform its reporting and other tax compliance obligations under this Section
10.03 shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the Trustee
to perform such obligations.

   (d) The Trustee shall perform on behalf of the Grantor Trust all reporting
and other tax compliance duties that are required in respect thereof under the
Code, the Grantor Trust Provisions or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority.

   (e) The Trustee shall perform its duties hereunder so as to maintain the
status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions (and the Master Servicer and the Special Servicer shall assist the
Trustee to the extent reasonably requested by the Trustee and to the extent of
information within the Trustee's, the Master Servicer's or the Special
Servicer's possession or control). None of the Trustee, Master Servicer, the
Special Servicer shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could
adversely affect the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (any such adverse effect on grantor trust status, an
"Adverse Grantor Trust Event"), unless the Trustee has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the Trustee seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Trustee has advised
it in writing that the Trustee has received or obtained an Opinion of Counsel to
the effect that an Adverse Grantor Trust Event could result from such action or
failure to act. In addition, prior to taking any action with respect to the
Grantor Trust, or causing the Trust Fund to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse Grantor Trust Event
to occur. Neither the Master Servicer nor the Special Servicer shall have any
liability hereunder for any action taken by it in accordance with the written
instructions of the Trustee. The Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event at the cost or
expense of the Trust Fund or the Trustee. Notwithstanding any provision of this
Agreement to the contrary, the Grantor Trust Assets shall not be subject to any
expenses, costs or other charges that are attributable to the assets or
activities of REMIC I, REMIC II or REMIC III.

   (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees) shall be charged to and paid by: (i) the Special
Servicer, if such tax arises out of or results from a breach by the Special
Servicer of any of its obligations under Article III or this Section 10.03; (ii)
the Master Servicer, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Section
10.03; (iii) the Trustee, if such


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<PAGE>

tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.03; or (iv) the
portion of the Trust Fund constituting the Grantor Trust in all other instances.

   (g) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to the Grantor Trust on a calendar year and on an accrual
basis.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

   SECTION 11.01 AMENDMENT.

   (a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders:

      (i) to cure any ambiguity,

      (ii) to correct or supplement any provisions herein or therein, which may
   be inconsistent with any other provisions herein or therein or to correct any
   error,

      (iii) to modify, eliminate or add to any of its provisions to such extent
   as shall be necessary or desirable to maintain the qualification of REMIC I,
   REMIC II or REMIC III as a REMIC at all times that any Certificate is
   outstanding or to avoid or minimize the risk of the imposition of any tax on
   REMIC I, REMIC II or REMIC III pursuant to the Code that would be a claim
   against the Trust Fund, provided that the Trustee has received an Opinion of
   Counsel to the effect that (A) such action is necessary or desirable to
   maintain such qualification or to avoid or minimize the risk of the
   imposition of any such tax and (B) such action will not adversely affect in
   any material respect the interests of any Certificateholder,

      (iv) to change the timing and/or nature of deposits into the Certificate
   Account or the Distribution Account or to change the name in which the
   Certificate Account is maintained, provided that (A) the Delinquency Advance
   Date or the Master Servicer Remittance Date shall in no event be later than
   the related Distribution Date, (B) such change shall not, as evidenced by an
   Opinion of Counsel, adversely affect in any material respect the interests of
   any Certificateholder and (C) such change shall not result in the downgrade,
   qualification or withdrawal of the then-current rating assigned to any Class
   of Certificates, as evidenced by a letter from each Rating Agency to such
   effect,

      (v) to modify, eliminate or add to the provisions of Section 5.02(d) or
   any other provision hereof restricting transfer of the Residual Certificates
   by virtue of their being the REMIC "residual interests," provided that such
   change shall not, as evidenced by an Opinion of Counsel, cause either the
   Trust Fund or any of the Certificateholders (other than the transferor) to be
   subject to a federal tax caused by a transfer to a Person that is not a
   United States Person and a Permitted Transferee, or



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      (vi) to modify, eliminate or add any provision to this Agreement to
   provide for a book-entry registration system for the Certificates, or

      (vii) to make any other provisions with respect to matters or questions
   arising under this Agreement which shall not be materially inconsistent with
   the provisions of this Agreement, provided that such action shall not, as
   evidenced by an Opinion of Counsel, adversely affect in any material respect
   the interests of any Certificateholder.

   (b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of
such Class; provided, however, that no such amendment shall:

      (i) reduce in any manner the amount of, or delay the timing of, payments
   which are required to be distributed on any Certificate without the consent
   of the Holder of such Certificate, or

      (ii) reduce the aforesaid percentage of Certificates of any Class the
   Holders of which are required to consent to any such amendment, in any such
   case without the consent of the Holders of all Certificates of such Class
   then outstanding; or

      (iii) modify the definition of "Servicing Standard" without the consent of
   the Holders of all Certificates then outstanding.

   (c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion or
Opinions of Counsel to the effect that (i) such amendment is permitted pursuant
to the terms of this Agreement and (ii) such amendment or the exercise of any
power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee or any other specified person in accordance with such amendment will not
result in the imposition of a tax on REMIC I, REMIC II or REMIC III pursuant to
the REMIC Provisions or cause REMIC I, REMIC II or REMIC III to fail to qualify
as a REMIC.

   (d) Promptly after the execution of any such amendment, the Trustee shall
furnish a statement describing the amendment to each Certificateholder.

   (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

   (f) The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

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   (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer or the Trustee requests any amendment of this
Agreement in furtherance of the rights and interests of Certificateholders, the
cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.

   SECTION 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

   (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund on direction by the Trustee,
such direction to be given by the Trustee only upon the Trustee's receipt of an
Opinion of Counsel to be obtained by the party requesting such recordation (the
cost of which may be paid out of the Certificate Account) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

   (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

   SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

   (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

   (b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

   (c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage


                                      176
<PAGE>

Interests in such Class shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it under this Section 11.03(c) or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

   SECTION 11.04 GOVERNING LAW.

   THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN SAID STATE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

   SECTION 11.05 NOTICES.

   Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, 200 Witmer
Road, Horsham, Pennsylvania 19044, Attention: Structured Finance Manager,
telecopy number: (215) 328-1775; (ii) in the case of the Master Servicer, 200
Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing Director,
Commercial Servicing Operations, telecopy number: (215) 328-3478 (with copies to
General Counsel (telecopy number: (215) 328-3620)); (iii) in the case of the
Trustee, the Corporate Trust Office; (iv) in the case of the Special Servicer,
550 California Street, San Francisco, California 94101, telecopy number (415)
391-2949, Attention: CMBS Portfolio Manager (with a copy to General Counsel);
(v) in the case of the Rating Agencies, (A) Standard & Poor's Ratings Services,
55 Water Street, New York, New York 10041, Attention: Commercial Mortgage
Surveillance Manager, telecopy number: (212) 438-2662, (B) Fitch, Inc., One
State Street Plaza, New York, New York 10004, Attention: Commercial Mortgage
Surveillance Dept., telecopy number: (212) 635-0295; (vi) in the case of the
Underwriters, (A) Goldman, Sachs & Co., 85 Broad Street, New


                                      177
<PAGE>

York, New York 10004, Attention: Rolf Edwards, telecopy number: (212) 346-3594
and (B) Deutsche Banc Alex. Brown Inc., 31 West 52nd Street, New York, New York
10019, Attention: Gregory B. Hartch, telecopy number: (212) 469-4579; and (vii)
in the case of the initial Majority Certificateholder of the Controlling Class,
550 California Street, 12th Floor, San Francisco, California 94104, Attention:
Shari Figi, or as to each such Person such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.

   SECTION 11.06 SEVERABILITY OF PROVISIONS.

   If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders
thereof.

   SECTION 11.07 GRANT OF A SECURITY INTEREST.

   The Depositor intends that the conveyance of the Depositor's right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be
established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, (i) the Depositor shall be deemed to
have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor's entire right, title and interest in and to the
assets comprising the Trust Fund, including without limitation, the Mortgage
Loans (including all Replacement Mortgage Loans), all principal and interest
received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-off Date and
Principal Prepayments received prior to the Cut-off Date), all amounts held
from time to time in the Certificate Account and the Distribution Account and
all reinvestment earnings on such amounts, and all of the Depositor's right,
title and interest in and to the proceeds of any title, hazard or other
Insurance Policies related to the Mortgage Loans, and (ii) this Agreement
shall constitute a security agreement under applicable law. The Depositor
shall file or cause to be filed, as a precautionary filing, a Form UCC-1
substantially in the form attached as Exhibit E hereto in all appropriate
locations in the Commonwealth of Pennsylvania promptly following the initial
issuance of the Certificates, and the Master Servicer shall prepare and file
at each such office, and the Trustee shall execute, continuation statements
thereto, in each case within six months prior to the fifth anniversary of the
immediately preceding filing. The Depositor shall cooperate in a reasonable
manner with the Trustee and the Master Servicer in preparing and filing such
continuation statements. This Section 11.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the applicable Uniform
Commercial Code.

                                      178
<PAGE>

   SECTION 11.08 NO PARTNERSHIP.

   NOTHING HEREIN CONTAINED SHALL BE DEEMED OR CONSTRUED TO CREATE A
PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES HERETO AND THE SERVICES OF
THE MASTER SERVICER AND THE SPECIAL SERVICER SHALL BE RENDERED AS INDEPENDENT
CONTRACTORS AND NOT AS AGENTS FOR THE TRUST FUND OR THE CERTIFICATEHOLDERS.

   SECTION 11.09 SUCCESSORS AND ASSIGNS; BENEFICIARIES.

   The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted
assigns and all such provisions shall inure to the benefit of the
Certificateholders. No other person, including, without limitation, any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement.

   SECTION 11.10 ARTICLE AND SECTION HEADINGS.

   The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

   SECTION 11.11 NOTICES TO THE RATING AGENCIES.

     (a) The Trustee shall use reasonable efforts promptly to provide notice
   or a copy of the listed item to each Rating Agency with respect to each of
    the following of which it has actual knowledge:

      (i) any material change or amendment to this Agreement;

      (ii) the occurrence of any Event of Default that has not been cured;

      (iii) the resignation, termination or merger (with an entity other than an
   Affiliate) of the Master Servicer, the Special Servicer or the Trustee;

      (iv) any change in the location of the Distribution Account;

      (v) a copy of the notice given pursuant to Section 2.03(a) and the
   repurchase of Mortgage Loans by a Mortgage Loan Seller pursuant to Section 6
   of each Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4
   of each Supplemental Agreement; and

      (vi) the final payment to any Class of Certificateholders.

   (b) Each of the Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

      (i) each of its annual statements as to compliance described in Section
   3.13; and

                                      179
<PAGE>

      (ii) each of its annual independent public accountants' servicing reports
   described in Section 3.14.

   (c) To the extent it is not already required to do so under Section 4.02
hereof, the Trustee shall promptly furnish to each Rating Agency copies of
each report prepared and/or delivered by it pursuant to Section 4.02 hereof.

   (d) Each of the Master Servicer, the Special Servicer and the Trustee shall
provide such additional information to each Rating Agency upon request is in its
possession or reasonably available to it.



                                      180
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.



                               GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   Depositor


                               By:        /s/ David Lazarus
                                   ------------------------------------------
                                   Name:  David Lazarus
                                   Title: Vice President


                               GMAC COMMERCIAL MORTGAGE CORPORATION,
                                   Master Servicer and Special Servicer


                               By:        /s/ David Lazarus
                                   ------------------------------------------
                                   Name:  David Lazarus
                                   Title: Vice President


                               WELLS FARGO BANK MINNESOTA, N.A.,
                                   Trustee


                               By:        /s/ Jack A. Aini
                                   ------------------------------------------
                                   Name:  Jack A. Aini
                                   Title: Vice President




<PAGE>

STATE OF NEW YORK     )

                      ) ss.

COUNTY OF NEW YORK    )

   On the 5th day of April, 2001, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President
of GMAC COMMERCIAL MORTGAGE SECURITIES, INC., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                              /s/ Anita Chiu
                                     ---------------------------------
                                              Notary Public


[Notarial Seal]




<PAGE>

STATE OF NEW YORK     )

                      ) ss.

COUNTY OF NEW YORK    )

   On the 5th day of April, 2001, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President
of GMAC COMMERCIAL MORTGAGE CORPORATION, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                              /s/ Anita Chiu
                                     ---------------------------------
                                              Notary Public



[Notarial Seal]

<PAGE>

STATE OF ILLINOIS    )

                     ) ss.

COUNTY OF NEW YORK   )

   On the 5th day of April, 2001, before me, a notary public in and for said
State, personally appeared Jack A. Aini known to me to be a Vice President of
WELLS FARGO BANK MINNESOTA, N.A., a national chartered bank duly organized,
validly existing and in good standing under the United States of America that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such nationally chartered bank, and acknowledged to
me that such nationally chartered bank executed the within instrument.

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                              /s/ Anita Chiu
                                     ---------------------------------
                                              Notary Public
[Notarial Seal]


<PAGE>


                                                                     EXHIBIT A-1

                          FORM OF CLASS X-1 CERTIFICATE

                               CLASS X-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                                             <C>

Pass-Through Rate: Variable                                      Certificate   Notional  Amount  of  this  Class  X-1
                                                                 Certificate as of the Issue Date: $_____________

Date of Pooling and Servicing Agreement:                         Class   Notional   Amount   of  all  the  Class  X-1
April 1, 2001                                                    Certificates as of the Issue Date: $864,117,784

Cut-off Date: With respect to any Mortgage Loan, the Due         Aggregate unpaid  principal  balance of the Mortgage
Date for such Mortgage Loan in April 2001                        Pool as of their  respective  Cut-off  Dates,  after
                                                                 deducting  payments  of  principal  due on or before
                                                                 such date, whether or not received:  $864,117,785
Issue Date:  April 5, 2001

First Distribution Date:  May 15, 2001                           Trustee:  Wells Fargo Bank Minnesota, N.A.

Master Servicer and Special Servicer:                            144A CUSIP No. 361849 QJ4
GMAC Commercial Mortgage Corporation
                                                                 144A ISIN No. US361849QJ44
Certificate No. X-1-___

</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE

                                     A-1-1

<PAGE>


GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
NOTIONAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class X-1 Certificate (obtained by
dividing the notional principal amount of this Class X-1 Certificate (its
"Certificate Notional Amount") as of the Issue Date by the aggregate notional
principal balance of all the Class X-1 Certificates (their "Class Notional
Amount") as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class X-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
and Wells Fargo Bank Minnesota, N.A., as Trustee. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class X-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may
                                     A-1-2

<PAGE>


be in the form of a standing order applicable to all subsequent distributions as
well) and such Certificateholder is the registered owner of all the Class X-1
Certificates, or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class X-1 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class X-1 Certificates are exchangeable for new Class X-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class X-1 Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-1 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class X-1 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
X-1 Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class X-1 Certificates
may be resold, pledged or transferred only (a) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to

                                     A-1-3

<PAGE>


register or qualify the Class X-1 Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class X-1 Certificate without
registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class X-1
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-1 Certificate without registration or qualification. Any Class X-1
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-1 Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of any Class X-1 Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class X-1 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class X-1 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor,

                                     A-1-4

<PAGE>


the Master Servicer, the Special Servicer and the Trustee with the consent of
the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights
allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain circumstances, including any amendment necessary to maintain
the status of designated portions of the Trust Fund as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-1-5

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ________________________________________
                                                   Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class X-1 Certificates referred to in the
within-mentioned Agreement.


Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: ________________________________________
                                                  Authorized Officer


                                     A-1-6


<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
Dated:

                                   _____________________________________________
                                   Signature by or on behalf of Assignor


                                   _____________________________________________
                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________.

                  Distributions made by check (such check to be made payable to
_______________) and all applicable statements and notices should be mailed to
_____________________________________________________________________________.

                  This information is provided by, _____________________ the
assignee named above, or ____________________________________________________,
as its agent.









                                     A-1-7


<PAGE>


                                                                    EXHIBIT A-2

                          FORM OF CLASS X-2 CERTIFICATE

                               CLASS X-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>

<S>                                                             <C>
Pass-Through Rate: Variable                                      Certificate   Notional  Amount  of  this  Class  X-2
                                                                 Certificate as of the Issue Date: $_____________

Date of Pooling and Servicing Agreement:                         Class   Notional   Amount   of  all  the  Class  X-2
April 1, 2001                                                    Certificates as of the Issue Date: $551,654,000

Cut-off Date:  With respect to any Mortgage  Loan,  the Due      Aggregate unpaid  principal  balance of the Mortgage
Date for such Mortgage Loan in April 2001                        Pool as of their  respective  Cut-off  Dates,  after
                                                                 deducting  payments  of  principal  due on or before
                                                                 such date, whether or not received:  $864,117,785
Issue Date:  April 5, 2001

First Distribution Date:  May 15, 2001                           Trustee:  Wells Fargo Bank Minnesota, N.A.

Master Servicer and Special Servicer:                            144A CUSIP No. 361849 QK 1
GMAC Commercial Mortgage Corporation
                                                                 144A ISIN No. US361849QK17
Certificate No. X-2-___
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE

                                     A-2-1

<PAGE>



GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
NOTIONAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class X-2 Certificate (obtained by
dividing the notional principal amount of this Class X-2 Certificate (its
"Certificate Notional Amount") as of the Issue Date by the aggregate notional
principal balance of all the Class X-2 Certificates (their "Class Notional
Amount") as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class X-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
and Wells Fargo Bank Minnesota, N.A., as Trustee. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class X-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may

                                     A-2-2

<PAGE>


be in the form of a standing order applicable to all subsequent distributions as
well) and such Certificateholder is the registered owner of all the Class X-2
Certificates, or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class X-2 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class X-2 Certificates are exchangeable for new Class X-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class X-2 Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-2 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class X-2 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
X-2 Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class X-2 Certificates
may be resold, pledged or transferred only (a) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to

                                     A-2-3

<PAGE>


register or qualify the Class X-2 Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class X-2 Certificate without
registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class X-2
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-2 Certificate without registration or qualification. Any Class X-2
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-2 Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of any Class X-2 Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class X-2 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class X-2 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor,

                                     A-2-4

<PAGE>

the Master Servicer, the Special Servicer and the Trustee with the consent of
the Holders of Certificates entitled to at least 66-2/3% of the Voting Rights
allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain circumstances, including any amendment necessary to maintain
the status of designated portions of the Trust Fund as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-2-5


<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee


                                   By: ________________________________________
                                                   Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class X-2 Certificates referred to in the
within-mentioned Agreement.


Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar


                                   By: ________________________________________
                                                   Authorized Officer













                                     A-2-6

<PAGE>




                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
Dated:

                                   _____________________________________________
                                   Signature by or on behalf of Assignor


                                   _____________________________________________
                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________.

                  Distributions made by check (such check to be made payable to
_______________) and all applicable statements and notices should be mailed to
_____________________________________________________________________________.

                  This information is provided by, _____________________ the
assignee named above, or ____________________________________________________,
as its agent.




                                      A-2-7


<PAGE>

                                                                     EXHIBIT A-3

                          FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by


                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<S>                                                             <C>

Pass-Through Rate: 5.988% per annum                              Certificate Principal Balance of this Class A-1
                                                                 Certificate as of the Issue Date: $_______________

Date of Pooling and Servicing Agreement:                         Certificate Principal Balance of all the Class A-1
April 1, 2001                                                    Certificates as of the Issue Date: $109,895,000



Cut-off Date: With respect to any Mortgage Loan, the Due         Aggregate unpaid  principal  balance of the Mortgage
Date for such Mortgage Loan in April 2001                        Pool as of their  respective  Cut-off  Dates,  after
                                                                 deducting  payments  of  principal  due on or before
                                                                 such date, whether or not received:  $864,117,785
Issue Date:  April 5, 2001

First Distribution Date:  May 15, 2001                           Trustee:  Wells Fargo Bank Minnesota, N.A.

Master Servicer and Special Servicer:                            CUSIP No. 361849 QD 7
GMAC Commercial Mortgage Corporation
                                                                 ISIN No. US361849QD73
Certificate No. A-1-___

</TABLE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE



                                     A-3-1

<PAGE>


CORPORATION, WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal balance of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-1 Certificates (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class A-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation



                                     A-3-2



<PAGE>

and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class A-1 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class A-1 Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-1 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any


                                     A-3-3
<PAGE>

tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class A-1 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-3-4

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By:
                                       ---------------------------------
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By:
                                        --------------------------------
                                              Authorized Officer


                                     A-3-5

<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
                     ----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address:
                  -------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:

                                  ---------------------------------------------
                                  Signature by or on behalf of Assignor


                                  ---------------------------------------------
                                  Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of  ___________________________________________________________.

                  Distributions made by check (such check to be made payable
to __________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
______________________________________________________________________________.


                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.

                                     A-3-6

<PAGE>

                                                                  EXHIBIT A-4

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                                  <C>
Pass-Through Rate:                                                   Certificate Principal Balance of this Class A-2 Certificate
6.465% per annum                                                     as of the Issue Date: $_______________

Date of Pooling and Servicing Agreement:                             Certificate Principal Balance of all the Class A-2
April 1, 2001                                                        Certificates as of the Issue Date: $546,834,000

                                                                     Aggregate unpaid principal balance of the Mortgage Pool as
Cut-off Date: With respect to any Mortgage Loan, the Due             of the Cut-off Date, after deducting payments of principal
Date for such Mortgage Loan in April 2001                            due on or before such date, whether or not received:
                                                                     $864,117,785
Issue Date: April 5, 2001
                                                                     Trustee: Wells Fargo Bank Minnesota, N.A.
First Distribution Date: May 15, 2001
                                                                     CUSIP No. 361849 QE 5
Master Servicer and Special Servicer: GMAC Commercial
Mortgage Corporation                                                 ISIN No. US361849QE56

Certificate No. A-2-___
</TABLE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE


                                     A-4-1
<PAGE>

GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal balance of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-2 Certificates (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class A-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any



                                     A-4-2



<PAGE>


distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class A-2 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class A-2 Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-2 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class A-2 Certificates.

                                     A-4-3

<PAGE>

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-4-4

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: _________________________________
                                             Authorized Officer

                                     A-4-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor


                                     __________________________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of _______________________.

                  Distributions made by check (such check to be made payable
to ___________________________________) and all applicable statements and
notices should be mailed to _________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-4-6
<PAGE>



                                                                  EXHIBIT A-5

                           FORM OF CLASS B CERTIFICATE

                                CLASS B MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                      <C>
Pass-Through Rate:                                       Certificate Principal Balance of this Class B Certificate as
Lesser of 6.670% per annum or the                        of the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                         Class Principal Balance of all the Class B Certificates as
Date of Pooling and Servicing Agreement:                 of the Issue Date: $41,045,000
April 1, 2001
                                                         Aggregate unpaid principal balance of the Mortgage Pool as
Cut-off Date: With respect to any Mortgage Loan,         of the Cut-off Date, after deducting payments of principal
the Due Date for such Mortgage Loan in April 2001        due on or before such date, whether or not received:
                                                         $864,117,785
Issue Date:  April 5, 2001
                                                         Trustee: Wells Fargo Bank Minnesota, N.A.
First Distribution Date:  May 15, 2001
                                                         CUSIP No. 361849 QF 2
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation                     ISIN No. US361849 QF 22

Certificate No. B-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE


                                     A-5-1

<PAGE>

GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1 AND CLASS
X-2 CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1 AND CLASS A-2 CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING
THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal balance of this Class B Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class B Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately


                                     A-5-2

<PAGE>

preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class B Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on any Class B Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class B Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class B Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class B Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class B Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities,




                                     A-5-3


<PAGE>

Keogh plans and collective investment funds and separate accounts in which such
plans, accounts or arrangements are invested, that is subject to ERISA or
Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly
or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act and either (1) at the time of such transfer,
such Certificate continues to be rated in one of the top four rating categories
by at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to have
represented that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class B Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class B Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-5-4
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-5-5
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

                               Wells Fargo Bank Minnesota, N.A.,
                               as Trustee



                               By: _________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                Wells Fargo Bank Minnesota, N.A.,
                                as Certificate Registrar



                                By: ________________________________________
                                            Authorized Officer



                                     A-5-6

<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:


                              _________________________________________________
                              Signature by or on behalf of Assignor



                              _________________________________________________
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ___________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ____________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-5-7

<PAGE>


                                                               EXHIBIT A-6

                           FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:                                        Certificate Principal Balance of this Class C Certificate as of
Lesser of 6.887% per annum or the                         the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                          Class Principal Balance of all the Class C Certificates as of the
Date of Pooling and Servicing Agreement:                  Issue Date: $32,404,000
April 1, 2001
                                                          Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                         Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such                      before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                          Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date:  April 5, 2001
                                                          CUSIP No. 361849 QG 0
First Distribution Date:  May 15, 2001
                                                          ISIN No. US361849QG05
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. C-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE



                                     A-6-1



<PAGE>



AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2 AND CLASS B CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED
IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2 AND CLASS B CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal balance of this Class C Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class C Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name





                                     A-6-2



<PAGE>

this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class C Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class C Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class C Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.


                                     A-6-3

<PAGE>

                  No transfer of any Class C Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class C Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class C Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of




                                     A-6-4



<PAGE>


designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.






                                     A-6-5



<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _______________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ______________________________________
                                               Authorized Officer








                                     A-6-6



<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:


                                 ____________________________________________
                                 Signature by or on behalf of Assignor


                                 ____________________________________________
                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to _____________________________
_________________________________________ for the account of .

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ___________________________________________________________
______________________________________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-6-7

<PAGE>


                                                                 EXHIBIT A-7

                           FORM OF CLASS D CERTIFICATE

                                CLASS D MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                 <C>
Pass-Through Rate:                                  Certificate Principal Balance of this Class D Certificate as of
Lesser of 7.034% per annum or the                   the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                    Class Principal Balance of all the Class D Certificates as of the
Date of Pooling and Servicing Agreement:            Issue Date: $12,961,000
April 1, 2001
                                                    Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                   Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such                before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                    Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date:  April 5, 2001
                                                    CUSIP No. 361849 QH 8
First Distribution Date:  May 15, 2001
                                                    ISIN No. US361849QH87
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. D-___
</TABLE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE




                                     A-7-1
<PAGE>

AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal balance of this Class D Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class D Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name






                                     A-7-2


<PAGE>

this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (as to the
Class D Certificates, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed to the Holders of the Class D Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on any Class D Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the Record Date for such distribution
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class D Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class D Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                                     A-7-3

<PAGE>

                  No transfer of any Class D Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class D Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class D Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of

                                     A-7-4







<PAGE>

designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-7-5
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ______________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ____________________________________
                                                Authorized Officer


                                     A-7-6


<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:


                                      _____________________________________
                                      Signature by or on behalf of Assignor


                                      _____________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of ________________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to __________________________________________________________
________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                      A-7-7
<PAGE>


                                                                   EXHIBIT A-8

                           FORM OF CLASS E CERTIFICATE



                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class E Certificate as of
Lesser of 7.346% per annum or the                           the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                            Class Principal Balance of all the Class E Certificates as of the
Date of Pooling and Servicing Agreement:                    Issue Date: $17,282,000
April 1, 2001
                                                            Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                           Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such                        before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                            Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                            144A CUSIP No. 361849 QL 9
First Distribution Date:  May 15, 2001
                                                            144A ISIN No. US361849QL99
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. E-___
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                                    A-8-1

<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal balance of this Class E Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class E





                                     A-8-2





<PAGE>

Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class E Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class E Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class E Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class E Certificates are exchangeable for new Class E Certificates in authorized


                                     A-8-3




<PAGE>

denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class E Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class E Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class E Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
E Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class E Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class E Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class E Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class E Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class E Certificate
without registration or qualification. Any Class E Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class E Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No transfer of any Class E Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of






                                     A-8-4




<PAGE>


such Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class E Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class E Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.


                                     A-8-5

<PAGE>

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-8-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ____________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001

                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: ____________________________________
                                             Authorized Officer








                                     A-8-7


<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:

                                     _________________________________________
                                     Signature by or on behalf of Assignor


                                     _________________________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of  ____________________________________.

                  Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should
be mailed to _________________________________________________________________
______________________________________________________________________________.

This information is provided by, __________________ the assignee named above,
or ________________________________________________, as its agent.




                                     A-8-8



<PAGE>

                                                               EXHIBIT A-9

                           FORM OF CLASS F CERTIFICATE

                                CLASS F MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                    <C>
Pass-Through Rate:                                     Certificate Principal Balance of this Class F Certificate as of
Lesser of 7.494% or the                                the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                       Class Principal Balance of all the Class F Certificates as of the
Date of Pooling and Servicing Agreement:               Issue Date: $12,962,000
April 1, 2001
                                                       Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                      Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such                   before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                       Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                       144A CUSIP No. 361849 QM 7
First Distribution Date:  May 15, 2001
                                                       144A ISIN No. US361849QM72
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. F-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE



                                     A-9-1




<PAGE>

AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE SAME SERIES, AS
AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE
SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal balance of this Class F Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class F Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities,



                                     A-9-2



<PAGE>


Inc., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and
Special Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class F Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class F Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class F Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class F Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.



                                     A-9-3





<PAGE>


                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class F Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class F Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class F Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
F Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class F Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class F Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class F Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class F Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class F Certificate
without registration or qualification. Any Class F Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class F Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No transfer of any Class F Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.


                                     A-9-4

<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class F Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class F Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-9-5

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _____________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001

                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: _____________________________________
                                              Authorized Officer

                                       A-9-6
<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:

                               __________________________________________
                               Signature by or on behalf of Assignor



                               __________________________________________
                               Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to _____________________________
for the account of ______________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to __________________________________________________________
______________________________________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-9-7
<PAGE>



                                                               EXHIBIT A-10

                           FORM OF CLASS G CERTIFICATE

                                CLASS G MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                     <C>
Pass-Through Rate:                                      Certificate Principal Balance of this Class G Certificate as of
Weighted Average Net Mortgage Rate                      the Issue Date: $_______________

Date of Pooling and Servicing Agreement:                Class Principal Balance of all the Class G Certificates as of the
April 1, 2001                                           Issue Date: $12,961,000

Cut-off Date: With respect to any                       Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such                    Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                             before such date, whether or not received: $864,117,785

Issue Date: April 5, 2001                               Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001                  144A CUSIP No. 361849 QN 5

Master Servicer and Special Servicer:                   144A ISIN No. US361849QN55
GMAC Commercial Mortgage Corporation

Certificate No. G-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE



                                     A-10-1


<PAGE>


GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS H, CLASS J, CLASS K, CLASS
L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal balance of this Class G Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class G Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used



                                     A-10-2



<PAGE>


herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class G Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class G Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class G Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class G Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of




                                     A-10-3



<PAGE>

transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class G Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class G Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class G Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
G Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class G Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class G Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class G Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class G Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class G Certificate
without registration or qualification. Any Class G Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class G Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No transfer of any Class G Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class G Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any






                                     A-10-4





<PAGE>

tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class G Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.



                                     A-10-5
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ___________________________________
                                            Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001

                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: ___________________________________
                                            Authorized Officer



                                     A-10-6

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:


                                         _____________________________________
                                         Signature by or on behalf of Assignor


                                         _____________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ____________________________
for the account of ______________________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ___________________________________________________________
_______________________________________________________________________________
 .

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-10-7

<PAGE>

                                                                 EXHIBIT A-11

                           FORM OF CLASS H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class H Certificate as of
Lesser of 6.000% per annum or the                 the Issue Date: $_______________
Weighted Average Net Mortgage Rate

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class H Certificates as of the
April 1, 2001                                     Issue Date: $25,923,000

Cut-off Date: With respect to any                 Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such              Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                       before such date, whether or not received: $864,117,785

Issue Date: April 5, 2001                         Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001            144A CUSIP No. 361849 QP 0

Master Servicer and Special Servicer:             144A ISIN No. US361849QP04
GMAC Commercial Mortgage Corporation

Certificate No. H-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE


                                     A-11-1
<PAGE>

AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES OF THE
SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-11-2
<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal balance of this Class H Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class H Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class H Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class H Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                                     A-11-3
<PAGE>

                  The Class H Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class H Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class H Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class H Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class H Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
H Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class H Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class H Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class H Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class H Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class H Certificate
without registration or qualification. Any Class H Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class H Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class H Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Master Servicer to
any



                                     A-11-4



<PAGE>




obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) such Plan qualifies as an accredited investor as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the source of funds
used to purchase such Certificate is an "insurance company general account" (as
such term is defined in PTCE 95-60) and (c) the conditions set forth in Sections
I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificate. The Trustee may require that any prospective transferee of a
Class H Certificate that is held as a Definitive Certificate, provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class H Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class H Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-11-5

<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-11-6

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: _________________________________
                                            Authorized Officer




                                     A-11-7
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:


                                      _____________________________________
                                      Signature by or on behalf of Assignor



                                      ____________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to _____________________________
for the account of ___________________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to __________________________________________________________
_____________________________________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.



                                     A-11-8


<PAGE>



                                                                  EXHIBIT A-12

                           FORM OF CLASS J CERTIFICATE

                                CLASS J MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                <C>
Pass-Through Rate:                                 Certificate Principal Balance of this Class J Certificate as of
Lesser of 6.000% per annum or the                  the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                   Class Principal Balance of all the Class J Certificates as of the
Date of Pooling and Servicing Agreement:           Issue Date: $6,480,000
April 1, 2001
                                                   Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                  Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such               before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                   Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                   144A CUSIP No. 361849 QQ 8
First Distribution Date:  May 15, 2001
                                                   144A ISIN No. US361849QQ86
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. J-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                     A-12-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND
CLASS H CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON
WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.


                                     A-12-2

<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal balance of this Class J Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class J Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class J Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class J Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of



                                     A-12-3





<PAGE>

advances made, or certain expenses incurred, with respect to the Mortgage Loans
and the payment of interest on such advances and expenses.

                  The Class J Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class J Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class J Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class J Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class J Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
J Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class J Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class J Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class J Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class J Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class J Certificate
without registration or qualification. Any Class J Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class J Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class J Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets"



                                     A-12-4



<PAGE>

of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or
with "plan assets" of, any Plan is permissible under applicable law, will not
result in any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code, and will not subject the Depositor, the Trustee or the Master Servicer
to any obligation in addition to those undertaken in the Agreement, and the
following conditions are met: (a) such Plan qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the
source of funds used to purchase such Certificate is an "insurance company
general account" (as such term is defined in PTCE 95-60) and (c) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class J Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class J Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class J Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of



                                     A-12-5




<PAGE>


designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-12-6

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ___________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ___________________________________
                                               Authorized Officer

                                     A-12-7
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:


                                   _________________________________________
                                   Signature by or on behalf of Assignor


                                   _________________________________________
                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ____________________________
for the account of _______________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to __________________________________________________________
_____________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-12-8
<PAGE>


                                                               EXHIBIT A-13

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                <C>
Pass-Through Rate:                                 Certificate Principal Balance of this Class K Certificate as of
Lesser of 6.000% per annum or the                  the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                   Class Principal Balance of all the Class K Certificates as of the
Date of Pooling and Servicing Agreement:           Issue Date: $6,480,000
April 1, 2001
                                                   Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                  Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such               before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                   Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                   144A CUSIP No. 361849 QR 6
First Distribution Date:  May 15, 2001
                                                   144A ISIN No. US361849QR69
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. K-___
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE




                                     A-13-1







<PAGE>

CORPORATION, WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H AND CLASS J CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-13-2
<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal balance of this Class K Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class K Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class K Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class K Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                                     A-13-3

<PAGE>

                  The Class K Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class K Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class K Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class K Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class K Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
K Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class K Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class K Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class K Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class K Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class K Certificate
without registration or qualification. Any Class K Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class K Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class K Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Master Servicer to
any



                                     A-13-4




<PAGE>


obligation in addition to those undertaken in the Agreement, and the
following conditions are met: (a) such Plan qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the
source of funds used to purchase such Certificate is an "insurance company
general account" (as such term is defined in PTCE 95-60) and (c) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class K Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class K Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class K Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-13-5
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-13-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: _________________________________
                                              Authorized Officer




                                     A-13-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:

                                  __________________________________________
                                  Signature by or on behalf of Assignor


                                  __________________________________________
                                  Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ______________________________
_________________________________________ for the account of _________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ______________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-13-8
<PAGE>

                                                                EXHIBIT A-14

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                 <C>
Pass-Through Rate:                                  Certificate Principal Balance of this Class L Certificate as of
Lesser of 6.000% per annum or the                   the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                    Class Principal Balance of all the Class L Certificates as of the
Date of Pooling and Servicing Agreement:            Issue Date: $12,961,000
April 1, 2001
                                                    Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to                       Cut-off Date, after deducting payments of principal due on or
any Mortgage Loan, the Due Date for such            before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                    Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                    144A CUSIP No. 361849 QS 4
First Distribution Date:  May 15, 2001
                                                    144A ISIN No. US361849QS43
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. L-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE




                                     A-14-1




<PAGE>



AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND
CLASS K CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J AND CLASS K CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-14-2

<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal balance of this Class L Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class L Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class L Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class L Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.


                                     A-14-3



<PAGE>


                  The Class L Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class L Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class L Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class L Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class L Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
L Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class L Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class L Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class L Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class L Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class L Certificate
without registration or qualification. Any Class L Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class L Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class L Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Master Servicer to
any



                                     A-14-4







<PAGE>


obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) such Plan qualifies as an accredited investor as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the source of funds
used to purchase such Certificate is an "insurance company general account" (as
such term is defined in PTCE 95-60) and (c) the conditions set forth in Sections
I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificate. The Trustee may require that any prospective transferee of a
Class L Certificate that is held as a Definitive Certificate, provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class L Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class L Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-14-5

<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

                                     A-14-6

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _______________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                     Wells Fargo Bank Minnesota, N.A.,
                                     as Certificate Registrar



                                     By: ___________________________________
                                                Authorized Officer



                                     A-14-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:

                                      _______________________________________
                                      Signature by or on behalf of Assignor


                                      _______________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to _____________________________
for the account of ______________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ______________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-14-8
<PAGE>


                                                               EXHIBIT A-15

                           FORM OF CLASS M CERTIFICATE

                                CLASS M MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                             <C>
Pass-Through Rate:                              Certificate Principal Balance of this Class M Certificate as of
Lesser of 6.000% per annum or the               the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                Class Principal Balance of all the Class M Certificates as of the
Date of Pooling and Servicing Agreement:        Issue Date: $4,320,000
April 1, 2001
                                                Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any               Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such            before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date: April 5, 2001
                                                144A CUSIP No. 361849 QT2
First Distribution Date:  May 15, 2001
                                                144A ISIN No. US361849QT26
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. M-___
</TABLE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE




                                     A-15-1





<PAGE>


CORPORATION, WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-15-2

<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal balance of this Class M Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class M Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class M Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class M Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                                     A-15-3

<PAGE>

                  The Class M Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class M Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class M Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class M Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class M Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
M Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class M Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class M Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class M Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class M Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class M Certificate
without registration or qualification. Any Class M Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class M Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class M Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Master Servicer to
any



                                     A-15-4




<PAGE>



obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) such Plan qualifies as an accredited investor as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the source of funds
used to purchase such Certificate is an "insurance company general account" (as
such term is defined in PTCE 95-60) and (c) the conditions set forth in Sections
I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificate. The Trustee may require that any prospective transferee of a
Class M Certificate that is held as a Definitive Certificate, provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class M Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class M Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-15-5

<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-15-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ____________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ___________________________________
                                             Authorized Officer







                                     A-15-7

<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:


                                      _________________________________________
                                      Signature by or on behalf of Assignor


                                      _________________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ____________________________
for the account of _________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to __________________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-15-8
<PAGE>


                                                                EXHIBIT A-16

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class N Certificate as of
Lesser of 6.000% per annum or the                 the Issue Date: $_______________
Weighted Average Net Mortgage Rate

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class N Certificates as of the
April 1, 2001                                     Issue Date: $4,320,000

Cut-off Date: With respect to any                 Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such              Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                       before such date, whether or not received: $864,117,785

Issue Date:  April 5, 2001                        Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001            144A CUSIP No. 361849 QU 9

Master Servicer and Special Servicer:             144A ISIN No. US361849QU98
GMAC Commercial Mortgage Corporation

Certificate No. N-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE


                                     A-16-1







<PAGE>



AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES (1) A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE,
AND (2) AN INTEREST IN A PORTION OF THE TRUST FUND CONSISTING OF EXCESS
INTEREST.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES.
IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-16-2

<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal balance of this Class N Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class N Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A.,
as Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class N Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class N Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                                     A-16-3
<PAGE>

                  The Class N Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class N Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class N Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class N Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class N Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
N Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class N Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class N Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class N Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class N Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class N Certificate
without registration or qualification. Any Class N Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class N Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class N Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Master Servicer to
any


                                     A-16-4


<PAGE>



obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) such Plan qualifies as an accredited investor as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (b) the source of funds
used to purchase such Certificate is an "insurance company general account" (as
such term is defined in PTCE 95-60) and (c) the conditions set forth in Sections
I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificate. The Trustee may require that any prospective transferee of a
Class N Certificate that is held as a Definitive Certificate, provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class N Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class N Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-16-5

<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-16-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: _______________________________________
                                                Authorized Officer

                                     A-16-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:

                                      _______________________________________
                                      Signature by or on behalf of Assignor


                                      _______________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ____________________________
for the account of ____________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ___________________________________________________________
___________________________________________________________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-16-8
<PAGE>


                                                            EXHIBIT A-17

                           FORM OF CLASS O CERTIFICATE

                                CLASS O MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                   <C>
Pass-Through Rate:                                    Certificate Principal Balance of this Class O Certificate as of
Lesser of 6.000% per annum or the                     the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                      Class Principal Balance of all the Class O Certificates as of the
Date of Pooling and Servicing Agreement:              Issue Date: $4,320,000
April 1, 2001
                                                      Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                     Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such                  before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                      Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date:  April 5, 2001
                                                      144A CUSIP No. 361849 QV 7
First Distribution Date:  May 15, 2001
                                                      144A ISIN No. US361849QV71
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. O-___
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE

                                     A-17-1

<PAGE>

AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES (1) A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE,
AND (2) AN INTEREST IN A PORTION OF THE TRUST FUND CONSISTING OF EXCESS
INTEREST.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                     A-17-2




<PAGE>

IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal balance of this Class O Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class O Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more


                                     A-17-3




<PAGE>

specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class O Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class O Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class O Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class O Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class O Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
O Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class O Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class O Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class O Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class O Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class O Certificate
without registration or qualification. Any Class O Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class O Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class O Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including



                                     A-17-4




<PAGE>




individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (a) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (b) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(c) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class O Certificate that is held as
a Definitive Certificate, provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class O Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class O Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this



                                     A-17-5




<PAGE>

Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-17-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _______________________________________
                                                 Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By:______________________________________
                                                 Authorized Officer





                                     A-17-7

<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:

                                         ------------------------------------
                                         Signature by or on behalf of Assignor


                                         ------------------------------------
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to _____________________________
for the account of _____________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to _________________________ .

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.

                                     A-17-8


<PAGE>


                                                                EXHIBIT A-18

                           FORM OF CLASS P CERTIFICATE

                                CLASS P MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                <C>
Pass-Through Rate:                                 Certificate Principal Balance of this Class P Certificate as of
Lesser of 6.000% per annum or the                  the Issue Date: $_______________
Weighted Average Net Mortgage Rate
                                                   Class Principal Balance of all the Class P Certificates as of the
Date of Pooling and Servicing Agreement:           Issue Date: $12,969,784
April 1, 2001
                                                   Aggregate unpaid principal balance of the Mortgage Pool as of the
Cut-off Date: With respect to any                  Cut-off Date, after deducting payments of principal due on or
Mortgage Loan, the Due Date for such               before such date, whether or not received: $864,117,785
Mortgage Loan in April 2001
                                                   Trustee: Wells Fargo Bank Minnesota, N.A.
Issue Date:  April 5, 2001
                                                   144A CUSIP No. 361849 QW 5
First Distribution Date:  May 15, 2001
                                                   144A ISIN No. US361849QW54
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation

Certificate No. P-___
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE


                                     A-18-1

<PAGE>

AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES (1) A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE,
AND (2) AN INTEREST IN A PORTION OF THE TRUST FUND CONSISTING OF EXCESS
INTEREST.

THIS CERTIFICATE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE AND YIELD
TO MATURITY OF THIS CERTIFICATE AND THE AMOUNT OF OID PER INITIAL CERTIFICATE
PRINCIPAL AMOUNT, CONTACT WELLS FARGO BANK MINNESOTA, N.A. AT THEIR ADDRESS SET
FORTH IN THE AGREEMENT.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF
THE SAME SERIES. IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-18-2
<PAGE>

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal balance of this Class P Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class P Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class P Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class P Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and the Distribution Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                                     A-18-3

<PAGE>

                  The Class P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class P Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class P Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class P Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class P Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
P Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class P Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class P Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class P Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class P Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class P Certificate
without registration or qualification. Any Class P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class P Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Any purchaser of a Class P Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA




                                     A-18-4






<PAGE>

or Section 4975 of the Code, and will not subject the Depositor, the Trustee or
the Master Servicer to any obligation in addition to those undertaken in the
Agreement, and the following conditions are met: (a) such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (b) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(c) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class P Certificate that is held as
a Definitive Certificate, provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan.

                  No service charge will be imposed for any registration of
transfer or exchange of Class P Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class P Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of



                                     A-18-5



<PAGE>

designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.



                                     A-18-6

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _____________________________________
                                            Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001

                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ____________________________________
                                           Authorized Officer






                                     A-18-7


<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor


                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ___________________________
for the account of ____________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ______________________.

                  This information is provided by, __________________ the
assignee named above, or ______________________________________, as its agent



                                     A-18-8
<PAGE>


                                                            EXHIBIT A-19

                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                <C>
Date of Pooling and Servicing Agreement:           Percentage Interest evidenced by this Certificate in the related
April 1, 2001                                      Class: _____%

Cut-off Date: With respect to any                  Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such               Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                        before such date, whether or not received: $864,117,785

Issue Date:  April 5, 2001                         Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001             144A CUSIP No. 361849 QX 3

Master Servicer and Special Servicer:              144A ISIN No. US361849QX38
GMAC Commercial Mortgage Corporation

Certificate No. R-I-___
</TABLE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

                                     A-19-1

<PAGE>

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that _______________________ is the registered
owner of the Percentage Interest evidenced by this Class R-I Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-I Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class R-I Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class R-I
Certificate will be made by the Trustee by check mailed to the address of the
Person entitled thereto, as such name and address appear in the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the




                                     A-19-2



<PAGE>


Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class R-I Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-I Certificates are
exchangeable for new Class R-I Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-I Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-I Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-I Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-I Certificate without registration or
qualification. Any Class R-I Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-I Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of a Class R-I Certificate or any interest therein
shall be made to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan").

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
to negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and a United States Person and shall promptly notify
the Trustee of any change





                                     A-19-3





<PAGE>




or impending change in its status as a Permitted Transferee or United States
Person. In connection with any proposed Transfer of any Ownership Interest in
this Certificate, the Trustee shall require delivery to it, and shall not
register the Transfer of this Certificate until its receipt of, an affidavit and
agreement substantially in the form attached as Exhibit C-1 to the Agreement (a
"Transfer Affidavit and Agreement") from the proposed Transferee, in form and
substance satisfactory to the Trustee, representing and warranting, among other
things, that such Transferee is a Permitted Transferee and a United States
Person, that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee or
is not a United States Person, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee
and a United States Person, and that it has reviewed the provisions of Section
5.02(d) of the Agreement and agrees to be bound by them. Notwithstanding the
delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if the
Trustee has actual knowledge that the proposed Transferee is not a Permitted
Transferee or is not a United States Person, the Trustee shall not register the
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by purchasing such Ownership Interest herein,
agrees to give the Trustee written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury regulation Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it
is, or is holding such Ownership Interest on behalf of, a "pass-through interest
holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee the following: (a) written notification from each Rating Agency
to the effect that the modification of, addition to or elimination of such
provisions will not cause such Rating Agency to withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either REMIC I, REMIC II or REMIC III to (x) cease to
qualify as a REMIC or (y) be subject to an entity-level tax caused by the
Transfer of any Class R-I Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-I Certificate
to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for FHLMC, a majority of its board of directors is
not selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any other Person
so designated by the Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R-I Certificate by such Person may cause the
Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax



                                     A-19-4


<PAGE>

imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R-I Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-I Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-I Certificates.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                                     A-19-5
<PAGE>

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.







                                     A-19-6



<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ____________________________________
                                            Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ____________________________________
                                             Authorized Officer







                                     A-19-7


<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:

                                        ______________________________________
                                        Signature by or on behalf of Assignor


                                        ______________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to ______________________________
for the account of ____________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to ______________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.

                                     A-19-8


<PAGE>



                                                                EXHIBIT A-20

                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                              <C>
Date of Pooling and Servicing Agreement:         Percentage Interest evidenced by this Certificate in the related
April 1, 2001                                    Class: _____%

Cut-off Date: With respect to any                Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such             Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                      before such date, whether or not received: $864,117,785

Issue Date:  April 5, 2001                       Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001           144A CUSIP No. 361849 QY 1

Master Servicer and Special Servicer:            144A ISIN No. US361849QY11
GMAC Commercial Mortgage Corporation

Certificate No. R-II-___
</TABLE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A


                                     A-20-1




<PAGE>


TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Class R-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (as to the
Class R-II Certificates, the "Record Date"), in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-II Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

                                     A-20-2

<PAGE>

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account and Distribution Account may
be made from time to time for purposes other than, and, in certain cases, prior
to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class R-II Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-II Certificates are
exchangeable for new Class R-II Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-II Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-II Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-II Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-II Certificate without registration or
qualification. Any Class R-II Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-II Certificate agrees to,
indemnify the Depositor, the Trustee, and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of a Class R-II Certificate or any interest
therein shall be made to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan").

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
to negotiate the terms of


                                     A-20-3








<PAGE>

any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and a United States Person and shall promptly notify the Trustee of
any change or impending change in its status as a Permitted Transferee or United
States Person. In connection with any proposed Transfer of any Ownership
Interest in this in this Certificate, the Trustee shall require delivery to it,
and shall not register the Transfer of this Certificate until its receipt of, an
affidavit and agreement substantially in the form attached as Exhibit C-1 to the
Agreement (a "Transfer Affidavit and Agreement") from the proposed Transferee,
in form and substance satisfactory to the Trustee, representing and warranting,
among other things, that such Transferee is a Permitted Transferee and a United
States Person, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by purchasing such Ownership Interest herein,
agrees to give the Trustee written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury regulation Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it
is, or is holding such Ownership Interest on behalf of, a "pass-through interest
holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee the following: (a) written notification from each Rating Agency
to the effect that the modification of, addition to or elimination of such
provisions will not cause such Rating Agency to withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either REMIC I, REMIC II or REMIC III to (x) cease to
qualify as a REMIC or (y) be subject to an entity-level tax caused by the
Transfer of any Class R-II Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-II
Certificate to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for FHLMC, a majority of its board of directors is
not selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any





                                     A-20-4




<PAGE>


other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R-II Certificate by such Person
may cause the Trust Fund or any Person having an Ownership Interest in any Class
of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R-II Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-II Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-II Certificates.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC,
without the consent of the Holders of any of the Certificates.




                                     A-20-5




<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-20-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: ____________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Certificate Registrar



                                   By: _____________________________________
                                               Authorized Officer

                                     A-20-7
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor



                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer
or otherwise, in immediately available funds, to __________________________ for
the account of ________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to _______________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.









                                     A-20-8

<PAGE>

                                                              EXHIBIT A-21

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C1

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                                 <C>
Date of Pooling and Servicing Agreement:            Percentage Interest evidenced by this Certificate in the related
April 1, 2001                                       Class: _____%

Cut-off Date: With respect to any                   Aggregate unpaid principal balance of the Mortgage Pool as of the
Mortgage Loan, the Due Date for such                Cut-off Date, after deducting payments of principal due on or
Mortgage Loan in April 2001                         before such date, whether or not received: $864,117,785

Issue Date:  April 5, 2001                          Trustee: Wells Fargo Bank Minnesota, N.A.

First Distribution Date:  May 15, 2001              144A CUSIP No. 361849 QZ 8

Master Servicer and Special Servicer:               144A ISIN No. US361849QZ85
GMAC Commercial Mortgage Corporation

Certificate No. R-III-___
</TABLE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

                                     A-21-1
<PAGE>

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES SET
FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Class R-III Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-III Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (as to the
Class R-III Certificates, the "Record Date"), in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of the Class R-III Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-III Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2001-C1 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the



                                     A-21-2



<PAGE>

Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class R-III Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-III Certificates are
exchangeable for new Class R-III Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-III Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-III Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
R-III Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-III
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class R-III Certificate without registration or qualification. Any Class R-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-III Certificate agrees to, indemnify the Depositor,
the Trustee and the Certificate Registrar against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

                  No transfer of a Class R-III Certificate or any interest
therein shall be made to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan").

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
to negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and a United States Person and shall promptly notify
the Trustee of any change



                                     A-21-3








<PAGE>


or impending change in its status as a Permitted Transferee or United States
Person. In connection with any proposed Transfer of any Ownership Interest in
this Certificate, the Trustee shall require delivery to it, and shall not
register the Transfer of this Certificate until its receipt of, an affidavit and
agreement substantially in the form attached as Exhibit C-1 to the Agreement (a
"Transfer Affidavit and Agreement") from the proposed Transferee, in form and
substance satisfactory to the Trustee, representing and warranting, among other
things, that such Transferee is a Permitted Transferee and a United States
Person, that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee or
is not a United States Person, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee
and a United States Person, and that it has reviewed the provisions of Section
5.02(d) of the Agreement and agrees to be bound by them. Notwithstanding the
delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if the
Trustee has actual knowledge that the proposed Transferee is not a Permitted
Transferee or is not a United States Person, the Certificate Registrar shall not
register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by purchasing such Ownership Interest herein,
agrees to give the Trustee written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury regulation Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it
is, or is holding such Ownership Interest on behalf of, a "pass-through interest
holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee the following: (a) written notification from each Rating Agency
to the effect that the modification of, addition to or elimination of such
provisions will not cause such Rating Agency to withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either REMIC I, REMIC II or REMIC III to (x) cease to
qualify as a REMIC or (y) be subject to an entity-level tax caused by the
Transfer of any Class R-III Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-III
Certificate to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for FHLMC, a majority of its board of directors is
not selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any other Person
so designated by the Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R-III Certificate by such Person may cause
the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax


                                     A-21-4

<PAGE>

imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R-III Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-III Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-III Certificates.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Asset or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                                     A-21-5

<PAGE>

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-21-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.



                                   Wells Fargo Bank Minnesota, N.A.,
                                   as Trustee



                                   By: _____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

Dated:  April 5, 2001


                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Certificate Registrar



                                    By: ____________________________________
                                                Authorized Officer






                                     A-21-7





<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
Dated:


                                         _____________________________________
                                         Signature by or on behalf of Assignor



                                         _____________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of _________________________.

                  Distributions made by check (such check to be made payable to
___________________________________) and all applicable statements and notices
should be mailed to _____________________________.

                  This information is provided by, __________________ the
assignee named above, or ____________________________________________________,
as its agent.


                                     A-21-8
<PAGE>

                                                            EXHIBIT B-1

                         FORM OF TRANSFEROR CERTIFICATE

                                     [Date]



Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention:        Corporate Trust Services (CMBS),
              GMAC Mortgage Pass-Through Certificates Series 2001-C1

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2001-C1, [Class X-1] [Class
                  X-2] [Class E] [Class F] [Class G] [Class H] [Class J] [Class
                  K] [Class L] [Class M] [Class N] [Class O] [Class P] [Class
                  R-I] [Class R-II] [Class R-III], [having an initial principal
                  balance/initial notional amount as of April 5, 2001 of
                  $________] [evidencing a _____% Percentage Interest in such
                  Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
________________ (the "Transferor") to _______________ (the "Transferee") of the
captioned Certificates (the "Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of April 1, 2001, among GMAC Commercial Mortgage Securities, Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and Special
Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee. All terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

         1. The Transferor is the lawful owner of the Certificates with the full
right to transfer the Certificates free from any and all claims and encumbrances
whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with any person in any manner, (d) made any general
solicitation with respect to the Certificates, any interest in the Certificates
or any other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to the Certificates, any
interest in the Certificates or any other



                                     B-1-1

<PAGE>



similar security, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution under the Securities Act of
1933 (the "Securities Act"), or would render the disposition of the Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Certificates pursuant to the
Securities Act or any state securities laws.

         3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" (as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act) purchasing for its own account or for the account of other qualified
institutional buyers, and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Certificates.

         4. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

         5. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that the
Transferee has requested.

                                          Very truly yours,

                                          Print Name of Transferor


                                          --------------------------------



                                          By:
                                             ---------------------------
                                             Name:
                                             Title:


                                     B-1-2

<PAGE>


                                                                 EXHIBIT B-2

                         FORM OF TRANSFEREE CERTIFICATE

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention:        Corporate Trust Services (CMBS),
              GMAC Mortgage Pass-Through Certificates Series 2001-C1

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2001-C1, [Class X-1] [Class
                  X-2] [Class E] [Class F] [Class G] [Class H] [Class J] [Class
                  K] [Class L] [Class M] [Class N] [Class O] [Class P] [Class
                  R-I] [Class R-II] [Class R-III][having an initial principal
                  balance/initial notional amount as of April 5, 2001 of
                  $________] [evidencing a    % Percentage Interest in such
                  Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
________________ (the "Transferor") to _______________ (the "Transferee") of
the captioned Certificates (the "Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of April 1, 2001 among GMAC Commercial Mortgage Securities, Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and Special
Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee. All terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

         1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"Securities Act") and has completed one of the forms of certification to that
effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificates may be resold,
pledged or transferred only (a) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that it
has requested.

                                     B-2-1

<PAGE>

         3. If the Transferee proposes that the Certificates be registered in
the name of a nominee, such nominee has completed the Nominee Acknowledgment
below.

         4. The Transferee hereby certifies to the Trustee, the Depositor and
the Master Servicer that such transfer is permissible under applicable law,
either (a) such Transferee is not an "employee benefit plan" (within the meaning
of Section 3(3) of ERISA) that is subject to ERISA, a "plan" (within the meaning
of Section 4975 of the Code) that is subject to Section 4975 of the Code, or any
entity deemed to hold "plan assets" of any such plan (within the meaning of
United States Department of Labor ("DOL") Regulations Section 2510.3-101, or (b)
in the case of a Certificate that is not a Residual Certificate, such transfer
will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, will not subject the
Depositor, the Trustee or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement, and the following
conditions are met: (i) with respect to the Class X-1, Class X-2, Class E, Class
F and/or Class G Certificates, the prospective transferee qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and (x) at the time of such transfer, such Certificates continue
to be rated in one of the top four rating categories by at least one Rating
Agency or (y) the source of funds used to purchase the Certificates is an
"insurance company general account" (as such term is defined in DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 are satisfied with respect to the Transferee's
purchase and holding of the Certificates, as of the date of acquisition of such
Certificate; or (ii) with respect to the Class H, Class J, Class K, Class L,
Class M, Class N, Class O and/or Class P Certificates, (1) the prospective
transferee qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (2) the source of funds used to purchase the
Certificates is an "insurance company general account" (as such term is defined
in PTCE 95-60) and (3) the conditions set forth in Sections I and III of PTCE
95-60 are satisfied with respect to the Transferee's purchase and holding of the
Certificates, as of the date of acquisition of such Certificates.

                                        Very truly yours,

                                        Print Name of Transferee


                                        ---------------------------------



                                         By:
                                            ------------------------------
                                            Name:
                                            Title:

                             NOMINEE ACKNOWLEDGMENT

         The undersigned hereby acknowledges and agrees that as to the
Certificate being registered in its name, the sole beneficial owner thereof is
and shall be _______________, the Transferee identified above, for whom the
undersigned is acting as nominee.

                                     B-2-2

<PAGE>

                                            Very truly yours,

                                            Print Name of Nominee


                                            ----------------------------



                                            By:
                                               -------------------------
                                               Name:
                                               Title:




                                     B-2-3




<PAGE>


                                                       ANNEX 1 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to _______________ (the
"Transferor") and _______________, as Certificate Registrar, with respect to the
mortgage pass-through certificate (the "Certificate") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A"), because (i)
the Transferee owned and/or invested on a discretionary basis $      in
securities(1) (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

         Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or
equivalent institution.

         Savings and Loan. The Transferee (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions, or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Certificate


--------
(1)  Transferee must own and/or invest on a discretionary basis at least
     $100,000,000 in securities unless Transferee is a dealer, and, in that
     case, Transferee must own and/or invest on a discretionary basis at least
     $10,000,000 in securities.


                                     B-2-4

<PAGE>

in the case of a U.S. savings and loan association, and not more than
18 months preceding such date of sale for a foreign savings and loan association
or equivalent institution.

         Broker-dealer.  The Transferee is a dealer  registered  pursuant to
Section 15 of the Securities  Exchange Act of 1934.

         Insurance Company. The Transferee is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.

         State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

         ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

         Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

         Other. (Please supply a brief description of the entity and a cross
reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A
pursuant to which it qualifies. Note that registered investment companies should
complete Annex 2 rather than this Annex 1).

         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a majority
owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934.

                                     B-2-5

<PAGE>

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

         Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                           Yes      |_|              No       |_|

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificate will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the date
of such purchase, promptly after they become available.

                                              Print Name of Transferee


                                              ----------------------------
                                               Name:
                                               Title:
Date:

                                     B-2-6
<PAGE>

                                                     ANNEX 2 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to ________________ (the
"Transferor") and _____________________________, as Certificate Registrar,
with respect to the mortgage pass-through certificate (the "Certificate")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee") or, if the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

         The Transferee owned and/or invested on a discretionary basis
$__________ in securities (other than the excluded securities referred to below)
as of the end of the Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).

         The Transferee is part of a Family of Investment Companies which owned
in the aggregate $_____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii)






                                     B-2-7



<PAGE>



bank deposit notes and certificates of deposit, (iii) loan participations,
(iv) repurchase agreements, (v) securities owned but subject to a
repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                           Yes      |_|              No       |_|

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                     Print Name of Transferee or Adviser


                                     --------------------------------------



                                     -----------------------------
                                        Name:
                                        Title:

Date:


                                     IF AN ADVISER:

                                     Print Name of Transferee


                                     ---------------------------------------

Date:


                                     B-2-8

<PAGE>



                                                           EXHIBIT C-1

            FORM OF TRANSFER AFFIDAVIT AND AGREEMENT FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

State of                            )
                                    )  ss:
County of                           )


         ___________________________________, being first duly sworn, deposes
and says that:

         1. He/She is the ____________________ of _________________________ (the
prospective transferee (the "Transferee") of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-C1, [Class
R-I] [Class R-II] [Class R-III], evidencing a   % Percentage Interest in such
Class (the "Residual Certificates"), a ____________ duly organized and validly
existing under the laws of _______________, on behalf of which he/she makes this
affidavit. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement
pursuant to which the Residual Certificates were issued (the "Pooling and
Servicing Agreement").

         2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a possession of the United
States. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, an electing large partnership under Section 775 of the Code, any
rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable income.

         3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor (or, with respect to transfers to electing large
partnerships, on such partnership) or, if such transfer is through an agent
(which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person (other than transfers with respect to electing large partnerships) an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury Regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with




                                     C-1-1




<PAGE>





respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.

         4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

         5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

         6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

         7. The Transferee's taxpayer identification number is
_______________________________.

         8. The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(A) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (ii)(B) of Section 5.02(d) which
authorizes the Trustee to negotiate a mandatory sale of the Residual
Certificates, in either case, in the event that the Transferee holds such
Residual Certificates in violation of Section 5.02(d)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

         9. No purpose of the Transferee relating to its purchase or any sale of
the Residual Certificates is or will be to impede the assessment or collection
of any tax.

         10. The Transferee hereby represents to and for the benefit of the
Transferor that the Transferee intends and reasonably expects to have the
ability to pay any taxes associated with holding the Residual Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Residual Certificates. Any financial
statements or other financial information provided by the transferee at the
request of the Transferor in connection with the transfer of the Residual
Certificates to permit the Transferor to assess the financial capability of the
Transferor to pay any such taxes is true and correct in all material respects.

         11. The Transferee will, in connection with any transfer that it makes
of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit C-2 to the Pooling
and Servicing Agreement. The Transferee hereby agrees that it will not make any
transfer of any Residual Certificate unless (i) the transfer is to an entity
which is a



                                     C-1-2




<PAGE>


domestic C corporation (other than an exempt corporation, a regulated
investment company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of Subchapter T of the Code applies) for federal
income tax purposes, and (ii) the transfer is in compliance with the conditions
set forth in paragraph 3 of Exhibit C-2 of the Pooling and Servicing Agreement.

         12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust for which a court within the United States is able to exercise primary
supervision over its administration and for which one or more United States
Persons have the authority to control all substantial decisions of the trust.

         13. The Transferee is not acquiring the Residual Certificates with
"plan assets" of any plan subject to Title I of ERISA or Section 4975 of the
Code.

         [14. The Transferee hereby represents to and for the benefit of the
Transferor that (i) at the time of the transfer, and at the close of each of the
Transferee's two fiscal years preceding the year of transfer, the Transferee's
gross assets for financial reporting purposes exceed $100 million and its net
assets for such purposes exceed $10 million (disregarding, for purposes of
determining gross or net assets, the obligation of any person related to the
Transferee within the meaning of section 860L(g) of the Code or any other asset
if a principal purpose for holding or acquiring that asset is to permit the
Transferee to satisfy this minimum gross asset or net asset requirement), (ii)
the Transferee is a domestic C corporation for United States federal income tax
purposes that is not an exempt corporation, a regulated investment company, a
real estate investment trust, a REMIC, or a cooperative organization to which
part I of subchapter T of the Code applies, (iii) there are no facts or
circumstances on or before the date of transfer (or anticipated transfer) which
would reasonably indicate that the taxes associated with the Residual
Certificates will not be paid, and (iv) the Transferee is not a foreign branch
of a domestic corporation, the transfer does not involve a transfer or
assignment to a foreign branch of a domestic corporation (or any other
arrangement by which any Residual Certificate is at any time subject to net tax
by a foreign country or U.S. possession), and the Transferee will not hereafter
engage in any such transfer or assignment (or any such arrangement).](1)

         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its _______________ and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this ____ day of __________, ____.

                                            Very truly yours,

                                            Print Name of Transferee

---------------

(1) Bracketed text may be used if the Transferee is relying on the "safe harbor"
    currently available in Revenue Procedure 2001-12.


                                     C-1-3

<PAGE>


                                                 ---------------------------

                                                 By:
                                                     -----------------------
                                                     Name:
                                                     Title:

[Corporate Seal]

ATTEST:

------------------------------
[Assistant] Secretary


         Personally appeared before me the above-named _____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _____________ of the Transferee, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Transferee.

Subscribed and sworn before me this __________ day of _________________,  ____.





                            --------------------------------------------------
                                                NOTARY PUBLIC
                            COUNTY OF ________________________________________
                            STATE OF _________________________________________
                            My Commission expires the ________ day of _______,
                            ____.




                                     C-1-4

<PAGE>


                                                                 EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

                                     [Date]



Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention:    Corporate Trust Services (CMBS),
GMAC Mortgage Pass-Through Certificates Series, 2001-C1

         Re:      GMAC Commercial Mortgage Securities,  Inc., Mortgage
                  Pass-Through Certificates,  Series 2001-C1 (the
                  "Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_______________ (the "Transferor") to __________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a % Percentage
Interest in such Class (the "Residual Certificates"). The Certificates,
including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of April 1, 2001 (the "Pooling and Servicing
Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer and Special Servicer, and
Wells Fargo Bank Minnesota, N.A., as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

         1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

         2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

         3. The Transferor at the time of this transfer has conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future, and either (A) has determined that the present
value of the anticipated tax liabilities associated with the holding of the
Residual Certificate does not exceed the sum of (1) the present value of any
consideration given to the Transferee to acquire the Certificate, (2) the
present value of the expected future distributions



                                     C-2-1




<PAGE>

on the Certificate, and (3) the present value of the anticipated tax
savings associated with holding the Certificate as the REMIC generates losses
(having made such determination by (I) assuming that the Transferee pays tax at
a rate equal to the highest rate of tax specified in Section 11(b)(1) of the
Internal Revenue Code ("Code"), and (II) utilizing a discount rate for present
valuations equal to the applicable Federal rate prescribed by Section 1274(d) of
the Code compounded semi-annually (or a lower discount rate based on the
Transferee having demonstrated that it regularly borrows, in the course of its
trade or business, substantial funds at such lower rate from unrelated third
parties)), or (B) based on an adequate review of the relevant facts and
circumstances, neither knows nor should know that the Transferee would be
unwilling or unable to pay any taxes due on its share of the taxable income of
the REMIC.

         4. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless it complies with the current "safe harbor" with respect to
such transfer.

                                          Very truly yours,

                                          Print Name of Transferor


                                          --------------------------------



                                           By: _________________________
                                               Name:
                                               Title:



                                     C-2-2

<PAGE>


                                                               EXHIBIT D

                           FORM OF REQUEST FOR RELEASE



DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.

Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (indicate one)

                                  [  ] Mortgage Loan Prepaid in Full

                                  [  ] Mortgage Loan Repurchased or Sold

                                  [  ] Other (specify)_________________________
                                  _____________________________________________
                                  _____________________________________________



"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."


[GMAC COMMERCIAL MORTGAGE CORPORATION]
Authorized Signature

******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.


                                      D-1
<PAGE>


Enclosed Documents:              [ ] Promissory Note

                                 [ ] Primary Insurance Policy

                                 [ ] Mortgage or Deed of Trust

                                 [ ] Assignment(s) of Mortgage or Deed of Trust

                                 [ ] Title Insurance Policy

                                 [ ] Other:


Name
Title
Date

                                      D-2
<PAGE>


                                                             EXHIBIT E

                                 FORMS OF UCC-1


                                      E-1
<PAGE>


                     SCHEDULE 1 TO UCC-1 FINANCING STATEMENT
                     ---------------------------------------

All right (including the power to convey title thereto), title and interest of
the Debtor as more particularly described on Exhibit A attached hereto:

              EXHIBIT A OF SCHEDULE 1 TO UCC-1 FINANCING STATEMENT
              ----------------------------------------------------

         All right (including the power to convey title thereto), title and
interest of the Debtor, including any security interest therein for the benefit
of the Debtor, in and to the Trust Fund created pursuant to the Pooling and
Servicing Agreement, dated as of April 1, 2001, among the Debtor as Depositor,
the Secured Party as Trustee* and GMAC Commercial Mortgage Corporation as Master
Servicer and Special Servicer with respect to Mortgage Pass-Through
Certificates, Series 2001-C1 (the "Pooling and Servicing Agreement (Series
2001-C1)"), including:

         (1) the Mortgage Loans listed on the Mortgage Loan Schedule attached
hereto;

         (2) all principal and interest received or receivable with respect to
the Mortgage Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date);

         (3) all amounts held from time to time in the Certificate Account, the
Interest Reserve Account, the REO Account and the Distribution Account;

         (4) all of the Debtor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such
Mortgage Loans;

         (5) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

         (6) any and all income, payments, proceeds and products of any of the
foregoing.

         Capitalized terms used herein, but not defined, shall have the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement (Series 2001-C1).

         THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED
BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN,
WITH RESPECT TO THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE RELATED MORTGAGES
AND THE RELATED MORTGAGE FILES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
SECURITY INTEREST OF THE SECURED PARTY, WITH RESPECT TO THE MORTGAGE LOANS, IN
ANY MORTGAGE NOTE, MORTGAGE OR DOCUMENT IN A MORTGAGE FILE. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.

         *Not in its individual capacity, but solely as Trustee for the benefit
of the Certificateholders pursuant to the Pooling and Servicing Agreement
(Series 2001-C1).


                                      E-2
<PAGE>


               MORTGAGE LOAN SCHEDULE TO UCC-1 FINANCING STATEMENT




                                      E-3
<PAGE>



                                                                   EXHIBIT F

     METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

o        GMAC Commercial Mortgage Corporation ("GMACCM") applies the methodology
         presented below to arrive at a servicer adjusted or "Normalized" Net
         Operating Income ("NOI"). The items described below highlight some of
         the major categories requiring adjustment. There may, however, be
         others, and GMACCM will use its market knowledge and discretion in
         making and sufficiently footnoting the necessary adjustments.

o        GMACCM chooses to use the actual management fee stated in the financial
         statement.

o        Where they are clearly identifiable, GMACCM will remove any capital
         expense from any above the line categories (such as extraordinary
         repairs and maintenance) and put them below the line in the capital
         expense comment section.

o        Replacement reserves, tenant improvement and leasing commission
         reserves will be treated as above the line expenses. A determination
         will be made whether there have been credits for the disbursements from
         a reserve and that expenses are not overstated due to exclusion of
         credits.

o        Property taxes should be the annual amount due, excluding any
         delinquent taxes or credits from prior years which would cause the
         number to be higher or lower. The amount for property taxes will be
         adjusted if the period under analysis is less than one year.

o        GMAC Commercial Mortgage will exclude non-recurring, extraordinary
         income. For example, a tax refund, lease buyout or income received for
         a period other than the year in question should be adjusted. If past
         due rent for a prior year was paid and recorded in the current year,
         GMACCM would back it out and footnote it accordingly. Care will be used
         when reflecting percentage/overage rents to ensure that it relates to
         the appropriate period and that the numbers are supported by tenant
         sales information.

o        GMAC Commercial Mortgage will remove any items not pertaining to the
         operation of the property such as, fees for closing the loan
         restructure, a distribution to owners or a charitable contribution.

o        When necessary, income and expenses will be analyzed by looking at
         variances by category. Unusual income and expense items will be
         researched. If there are significant variances, inquiries to the
         borrower will be made. Appropriate adjustments will be made and
         footnotes provided to clearly explain the situation.


                                      F-1
<PAGE>


o        The debt service should be an actual amount the borrower paid per the
         servicing records for the period associated with the operating
         statement. If GMACCM does not have a full year of payments, it will use
         the principal and interest constant in the case of a fixed rate loan
         and, in the case of an adjustable rate loan, will estimate a full year
         amount from the payment history information available.



                                      F-2
<PAGE>





                                                                  EXHIBIT G

                       FORM OF DISTRIBUTION DATE STATEMENT



                                      G-1
<PAGE>




                                                                  EXHIBIT H

                         FORM OF MASTER SERVICER REPORT


                                      H-1
<PAGE>




                                                                    EXHIBIT I

                                 CERTAIN REPORTS

                                      I-1
<PAGE>




                                                                   EXHIBIT J

                         FORM OF CMSA PERIODIC LOAN FILE


                                      J-1
<PAGE>


                                                                   EXHIBIT K

                         FORM OF INVESTOR CERTIFICATION


                                     [Date]



Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services Group,
                  GMAC Mortgage Pass-Through Certificates Series 2001-C1

         In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of April 1, 2001 (the "Agreement"), by and among GMAC Commercial
Mortgage Securities, Inc. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A. as
Trustee (the "Trustee"), with respect to the GMAC Commercial Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-C1 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

         1.       The undersigned is a beneficial owner or prospective
                  purchaser of the Class ___ Certificates.

         2.       The undersigned is requesting a password pursuant to Section
                  4.02 of the Agreement for access to certain information (the
                  "Information") on the Trustee's website and/or is requesting
                  the information identified on the schedule attached hereto
                  (also, the "Information") pursuant to Section 4.02 of the
                  Agreement.

         3.       In consideration of the Trustee's disclosure to the
                  undersigned of the Information, or the password in connection
                  therewith, the undersigned will keep the Information
                  confidential (except from such outside persons as are
                  assisting it in making an evaluation in connection with
                  purchasing the related Certificates, from its accountants and
                  attorneys, and otherwise from such governmental or banking
                  authorities or agencies to which the undersigned is subject),
                  and such Information will not, without the prior written
                  consent of the Trustee, be otherwise disclosed by the
                  undersigned or by its officers, directors, partners,
                  employees, agents or representatives (collectively, the
                  "Representatives") in any manner whatsoever, in whole or in
                  part.

         4.       The undersigned will not use or disclose the Information in
                  any manner which could result in a violation of any provision
                  of the Securities Act of 1933, as amended (the "Securities
                  Act"), or the Securities Exchange Act of 1934, as amended, or
                  would require registration of any Certificate pursuant to
                  Section 5 of the Securities Act.

         5.       The undersigned shall be fully liable for any breach of this
                  agreement by itself or any of its Representatives and shall
                  indemnify the Depositor, the Trustee and the Trust Fund for
                  any





                                      K-1

<PAGE>


                  loss, liability or expense incurred thereby with respect to
                  any such breach by the undersigned or any of its
                  Representatives.

         Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                    -------------------------------------
                                    Beneficial Owner or Prospective Purchaser



                                    By: _____________________________________
                                    Title: __________________________________

                                      K-2
<PAGE>



                                                              EXHIBIT L

                            DESIGNATED SUB-SERVICERS

Bernard Financial Group

CFC Advisory Services Limited Partnership

Legg Mason Real Estate Services, Inc.

L. J. Melody & Company of Texas, LP









                                      L-1
<PAGE>


                                                                EXHIBIT M

     FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN


To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    GMAC Commercial Mortgage Corporation, in its capacity as Master
         Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of April 1, 2001 (the "Pooling and Servicing Agreement"),
         among the Servicer, GMAC Commercial Mortgage Corporation, as Special
         Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee

Date:    _____________________, 20__.

Re:      GMAC Commercial Mortgage Securities, Inc.,
         Mortgage Pass-Through Certificates Series 2001-C1

         Mortgage Loan (the "Mortgage Loan") identified by loan number ________
            on the Mortgage Loan Schedule attached to the Pooling and Servicing
            Agreement and heretofore secured by the Mortgaged Properties
            identified on the Mortgage Loan Schedule by the following names:
            --------------------
            --------------------

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Servicer under the Pooling and Servicing Agreement, we hereby:

1.       Notify you that the Mortgagor has consummated a defeasance of the
         Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
         checked below:

                           _____      a full defeasance of the payments
                                      scheduled to be due in respect of the
                                      entire principal balance of the Mortgage
                                      Loan; or

                           _____      a partial defeasance of the payments
                                      scheduled to be due in respect of a
                                      portion of the principal balance of the
                                      Mortgage Loan that represents ____% of the
                                      entire principal balance of the Mortgage
                                      Loan and, under the Mortgage, has an
                                      allocated loan amount of $__________ or
                                      ____% of the entire principal balance.

2.   Certify that each of the following is true, subject to those exceptions set
     forth with explanatory notes on Exhibit A hereto, which exceptions the
     Servicer has determined, consistent with the Servicing Standard, will have
     no material adverse effect on the Mortgage Loan or the defeasance
     transaction:

a.   The Mortgage Loan documents permit the defeasance, and the terms and
     conditions for defeasance specified therein were satisfied in all material
     respects in completing the defeasance.






                                      M-1

<PAGE>

b.   The defeasance was consummated on ____________, 20__.

c.   The defeasance collateral consists of securities that (i) constitute
     "government securities" as defined in Section 2(a)(16) of the Investment
     Company Act of 1940, as amended (15 U.S.C. 80a-1), (ii) are listed as
     "Qualified Investments for 'AAA' Financings" under Paragraphs 1, 2 or 3 of
     "Cash Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as
     amended to the date of the defeasance, (iii) are rated "AAA" by Standard &
     Poor's, (iv) if they include a principal obligation, the principal due at
     maturity cannot vary or change, and (v) are not subject to prepayment, call
     or early redemption. Such securities have the characteristics set forth
     below.


        CUSIP       RATE        MAT          PAY DATES           ISSUED
        -----       ----        ---          ---------           ------





d.   The Servicer received an opinion of counsel (from counsel approved by
     Servicer in accordance with the Servicing Standard) that the defeasance
     will not result in an adverse REMIC Event.

e.   The Servicer determined that the defeasance collateral will be owned by an
     entity (the "Defeasance Obligor") as to which one of the statements checked
     below is true:

                               _____      the related Mortgagor was a
                                          Single-Purpose Entity (as defined in
                                          Standard & Poor's Structured Finance
                                          Ratings Real Estate Finance Criteria,
                                          as amended to the date of the
                                          defeasance (the "S&P Criteria")) as of
                                          the date of the defeasance, and after
                                          the defeasance owns no assets other
                                          than the defeasance collateral and
                                          real property securing Mortgage Loans
                                          included in the pool;

                               _____      the related Mortgagor designated a
                                          Single-Purpose  Entity (as defined
                                          in the S&P Criteria) to own the
                                          defeasance collateral; or

                               _____      the Servicer designated a
                                          Single-Purpose Entity (as defined in
                                          the S&P Criteria) established for
                                          the benefit of the Trust to own the
                                          defeasance collateral.

f.   The Servicer received a broker or similar confirmation of the credit, or
     the accountant's letter described below contained statements that it
     reviewed a broker or similar confirmation of the credit, of the defeasance
     collateral to an Eligible Account (as defined in the S&P Criteria) in the
     name of the Defeasance Obligor, which account is maintained as a securities
     account by the Trustee acting as a securities intermediary.

g.   As securities intermediary, Trustee is obligated to make the scheduled
     payments on the Mortgage Loan from the proceeds of the defeasance
     collateral directly to the Servicer's collection account in the amounts and
     on the dates specified in the Mortgage Loan Documents or, in a partial
     defeasance, the portion of such scheduled payments attributed to the
     allocated loan amount for the real property defeased, increased by any
     defeasance premium specified in the Mortgage Loan Documents (the "Scheduled
     Payments").

h.   The Servicer received from the Mortgagor written confirmation from a
     firm of independent certified public accountants, who were approved by
     Servicer in accordance with the Servicing Standard, stating that (i)



                                      M-2





<PAGE>

     revenues from principal and interest payments made on the defeasance
     collateral (without taking into account any earnings on reinvestment of
     such revenues) will be sufficient to timely pay each of the Scheduled
     Payments after the defeasance including the payment in full of the
     Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Loan, on its Anticipated Repayment Date), (ii) the revenues received in
     any month from the defeasance collateral will be applied to make
     Scheduled Payments within four (4) months after the date of receipt,
     and (iii) interest income from the defeasance collateral to the
     Defeasance Obligor in any calendar or fiscal year will not exceed such
     Defeasance Obligor's interest expense for the Mortgage Loan (or the
     allocated portion thereof in a partial defeasance) for such year.

i.   The Servicer received opinions from counsel, who were approved by Servicer
     in accordance with the Servicing Standard, that (i) the agreements executed
     by the Mortgagor and/or the Defeasance Obligor in connection with the
     defeasance are enforceable against them in accordance with their terms, and
     (ii) the Trustee will have a perfected, first priority security interest in
     the defeasance collateral described above.

j.   The agreements executed in connection with the defeasance (i) permit
     reinvestment of proceeds of the defeasance collateral only in Permitted
     Investments (as defined in the S&P Criteria), (ii) permit release of
     surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

k.   The entire principal balance of the Mortgage Loan as of the date of
     defeasance was $________ [$5,000,000 or less or less than one percent of
     pool balance, whichever is less] which is less than 1% of the aggregate
     Certificate Principal Balance of the Certificates as of the date of the
     most recent Distribution Date Statement received by us (the "Current
     Report").

l.   The defeasance described herein, together with all prior and simultaneous
     defeasances of Mortgage Loans, brings the total of all fully and partially
     defeased Mortgage Loans to $___________, which is ____% of the aggregate
     Certificate Principal Balance of the Certificates as of the date of the
     Current Report.

3.   Certify that, in addition to the foregoing, Servicer has imposed such
     additional conditions to the defeasance, subject to the limitations imposed
     by the Mortgage Loan documents, as are consistent with the Servicing
     Standard.

4.   Certify that Exhibit B hereto is a list of the material agreements,
     instruments, organizational documents for the Defeasance Obligor, and
     opinions of counsel and independent accountants executed and delivered in
     connection with the defeasance described above and that originals or copies
     of such agreements, instruments and opinions have been transmitted to the
     Trustee for placement in the related Mortgage File or, to the extent not
     required to be part of the related Mortgage File, are in the possession of
     the Servicer as part of the Servicer's Mortgage File.

5.   Certify and confirm that the determinations and certifications described
     above were rendered in accordance with the Servicing Standard set forth in,
     and the other applicable terms and conditions of, the Pooling and Servicing
     Agreement.

6.   Certify that the individual under whose hand the Servicer has caused this
     Notice and Certification to be executed did constitute a Servicing Officer
     as of the date of the defeasance described above.

                                      M-3

<PAGE>

7.   Agree to provide copies of all items listed in Exhibit B to you upon
     request.


         IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                              GMAC COMMERCIAL MORTGAGE
                              CORPORATION


                              By:_____________________________
                                    Name:
                                    Title:












                                      M-4




<PAGE>

                                                                       EXHIBIT N

                               CMSA PROPERTY FILE















                                      N-1
<PAGE>


                                                                       EXHIBIT O

                   FORM OF NOTICE AND CERTIFICATION REGARDING
                          DEFEASANCE OF MORTGAGE LOAN

To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    GMAC Commercial Mortgage Corporation, in its capacity as Master
         Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of April 1, 2001 (the "Pooling and Servicing Agreement"),
         among the Servicer, GMAC Commercial Mortgage Corporation, as Special
         Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee

Date:    _____________________, 20__.

Re:      GMAC Commercial Mortgage Securities, Inc.,
         Mortgage Pass-Through Certificates Series 2001-C1

         Mortgage Loan (the "Mortgage Loan") identified by loan number ________
         on the Mortgage Loan Schedule attached to the Pooling and Servicing
         Agreement and heretofore secured by the Mortgaged Properties identified
         on the Mortgage Loan Schedule by the following names:

            ____________________

            ____________________


         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Servicer under the Pooling and Servicing Agreement, we hereby:

1.   Notify you that the Mortgagor has consummated a defeasance of the Mortgage
     Loan pursuant to the terms of the Mortgage Loan, of the type checked below:

         _____    a full defeasance of the payments scheduled to be due in
                  respect of the entire principal balance of the Mortgage Loan;
                  or

         _____    a partial defeasance of the payments scheduled to be due in
                  respect of a portion of the principal balance of the Mortgage
                  Loan that represents ____% of the entire principal balance of
                  the Mortgage Loan and, under the Mortgage, has an allocated
                  loan amount of $__________ or ____% of the entire principal
                  balance.

2.   Certify that each of the following is true, subject to those exceptions set
     forth with explanatory notes on Exhibit A hereto, which exceptions the
     Servicer has determined, consistent with the Servicing Standard, will have
     no material adverse effect on the Mortgage Loan or the defeasance
     transaction:

a.   The Mortgage Loan documents permit the defeasance, and the terms and
     conditions for defeasance specified therein were satisfied in all material
     respects in completing the defeasance.

                                      O-1
<PAGE>

b.   The defeasance was consummated on ____________, 20__.

c.   The defeasance collateral consists of securities that (i) constitute
     "government securities" as defined in Section 2(a)(16) of the Investment
     Company Act of 1940, as amended (15 U.S.C. 80a-1), (ii) are listed as
     "Qualified Investments for 'AAA' Financings" under Paragraphs 1, 2 or 3 of
     "Cash Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as
     amended to the date of the defeasance, (iii) are rated "AAA" by Standard &
     Poor's, (iv) if they include a principal obligation, the principal due at
     maturity cannot vary or change, and (v) are not subject to prepayment, call
     or early redemption. Such securities have the characteristics set forth
     below.

     CUSIP        RATE          MAT           PAY DATES             ISSUED
     -----        ----          ---           ---------             ------




d.   The Servicer received an opinion of counsel (from counsel approved by
     Servicer in accordance with the Servicing Standard) that the defeasance
     will not result in an adverse REMIC Event.

e.   The Servicer determined that the defeasance collateral will be owned by an
     entity (the "Defeasance Obligor") as to which one of the statements checked
     below is true:

         _____    the related Mortgagor was a Single-Purpose Entity (as defined
                  in Standard & Poor's Structured Finance Ratings Real Estate
                  Finance Criteria, as amended to the date of the defeasance
                  (the "S&P Criteria")) as of the date of the defeasance, and
                  after the defeasance owns no assets other than the defeasance
                  collateral and real property securing Mortgage Loans included
                  in the pool;

         _____    the related Mortgagor designated a Single-Purpose Entity (as
                  defined in the S&P Criteria) to own the defeasance collateral;
                  or

         _____    the Servicer designated a Single-Purpose Entity (as defined in
                  the S&P Criteria) established for the benefit of the Trust to
                  own the defeasance collateral.

f.   The Servicer received a broker or similar confirmation of the credit, or
     the accountant's letter described below contained statements that it
     reviewed a broker or similar confirmation of the credit, of the defeasance
     collateral to an Eligible Account (as defined in the S&P Criteria) in the
     name of the Defeasance Obligor, which account is maintained as a securities
     account by the Trustee acting as a securities intermediary.

g.   As securities intermediary, Trustee is obligated to make the scheduled
     payments on the Mortgage Loan from the proceeds of the defeasance
     collateral directly to the Servicer's collection account in the amounts and
     on the dates specified in the Mortgage Loan Documents or, in a partial
     defeasance, the portion of such scheduled payments attributed to the
     allocated loan amount for the real property defeased, increased by any
     defeasance premium specified in the Mortgage Loan Documents (the "Scheduled
     Payments").

h.   The Servicer received from the Mortgagor written confirmation from a firm
     of independent certified public accountants, who were approved by Servicer
     in accordance with the Servicing Standard, stating that (i)



                                      O-2
<PAGE>

     revenues from principal and interest payments made on the defeasance
     collateral (without taking into account any earnings on reinvestment of
     such revenues) will be sufficient to timely pay each of the Scheduled
     Payments after the defeasance including the payment in full of the Mortgage
     Loan (or the allocated portion thereof in connection with a partial
     defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its
     Anticipated Repayment Date), (ii) the revenues received in any month from
     the defeasance collateral will be applied to make Scheduled Payments within
     four (4) months after the date of receipt, and (iii) interest income from
     the defeasance collateral to the Defeasance Obligor in any calendar or
     fiscal year will not exceed such Defeasance Obligor's interest expense for
     the Mortgage Loan (or the allocated portion thereof in a partial
     defeasance) for such year.

i.   The Servicer received opinions from counsel, who were approved by Servicer
     in accordance with the Servicing Standard, that (i) the agreements executed
     by the Mortgagor and/or the Defeasance Obligor in connection with the
     defeasance are enforceable against them in accordance with their terms, and
     (ii) the Trustee will have a perfected, first priority security interest in
     the defeasance collateral described above.

j.   The agreements executed in connection with the defeasance (i) permit
     reinvestment of proceeds of the defeasance collateral only in Permitted
     Investments (as defined in the S&P Criteria), (ii) permit release of
     surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

k.   The entire principal balance of the Mortgage Loan as of the date of
     defeasance was $________ [$5,000,000 or less or less than one percent of
     pool balance, whichever is less] which is less than 1% of the aggregate
     Certificate Principal Balance of the Certificates as of the date of the
     most recent Distribution Date Statement received by us (the "Current
     Report").

l.   The defeasance described herein, together with all prior and simultaneous
     defeasances of Mortgage Loans, brings the total of all fully and partially
     defeased Mortgage Loans to $___________, which is ____% of the aggregate
     Certificate Principal Balance of the Certificates as of the date of the
     Current Report.

3.   Certify that, in addition to the foregoing, Servicer has imposed such
     additional conditions to the defeasance, subject to the limitations imposed
     by the Mortgage Loan documents, as are consistent with the Servicing
     Standard.

4.   Certify that Exhibit B hereto is a list of the material agreements,
     instruments, organizational documents for the Defeasance Obligor, and
     opinions of counsel and independent accountants executed and delivered in
     connection with the defeasance described above and that originals or copies
     of such agreements, instruments and opinions have been transmitted to the
     Trustee for placement in the related Mortgage File or, to the extent not
     required to be part of the related Mortgage File, are in the possession of
     the Servicer as part of the Servicer's Mortgage File.

5.   Certify and confirm that the determinations and certifications described
     above were rendered in accordance with the Servicing Standard set forth in,
     and the other applicable terms and conditions of, the Pooling and Servicing
     Agreement.

6.   Certify that the individual under whose hand the Servicer has caused this
     Notice and Certification to be executed did constitute a Servicing Officer
     as of the date of the defeasance described above.

                                      O-3
<PAGE>

7. Agree to provide copies of all items listed in Exhibit B to you upon request.

         IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                              GMAC COMMERCIAL MORTGAGE
                                              CORPORATION


                                              By:_____________________________
                                                    Name:
                                                    Title:



<PAGE>

<TABLE>
<CAPTION>


    Loan Number                  Loan Name                               Address                            City
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                 <C>                                      <C>
29129               Mount Pleasant Towne Centre         1600 Palmetto Grande Drive               Mount Pleasant
DBM14675            Peaks at Papago Park                815 N. 52nd Street                       Phoenix
09-0001430          Bridgewater Place                   333 Bridge Street N.W.                   Grand Rapids
-----------------------------------------------------------------------------------------------------------------------
30696               Long Island Industrial Portfolio
30696-A             200 13th Avenue                     200 13th Avenue                          Ronkonkoma
30696-B             100 13th Avenue                     100 13th Avenue                          Ronkonkoma
-----------------------------------------------------------------------------------------------------------------------
30696-C             1 Comac Loop                        1 Comac Loop                             Ronkonkoma
30696-D             80 13th Avenue                      80 13th Avenue                           Ronkonkoma
30696-E             90 13th Avenue                      90 13th Avenue                           Ronkonkoma
30696-F             33 Comac Loop                       33 Comac Loop                            Ronkonkoma
30696-G             101-125 Comac Street                101-125 Comac Street                     Ronkonkoma
30696-H             2905 Veterans Highway               2905 Veterans Highway                    Ronkonkoma
-----------------------------------------------------------------------------------------------------------------------
30696-I             99 Lafayette Drive                  99 Lafayette Drive                       Syosset
DBM14640            Oakbrook Pointe                     1635 Pirkle Road                         Norcross
DBM13939            Residence Inn By Marriott           1177 South Beverley Drive                Los Angeles
09-0001429          Southdale Office Building           6545 France Avenue South                 Edina
DBM12652            Premier Centre                      3450 Highway 190                         Mandeville
-----------------------------------------------------------------------------------------------------------------------
09-0001383          Laurel Office Building              17197 North Laurel Park Drive            Livonia
DBM13893            Loma Vista Apartments               1200 West Cheyenne Ave.                  North Las Vegas
09-0001436          Tropicana Palms                     6420 E. Tropicana Avenue                 Las Vegas
DBM14825            Citrus Grove Apartments             6810 DiLusso Drive                       Elk Grove
30196               Marketplace at Delray               15445 South Military Trail               Delray Beach
-----------------------------------------------------------------------------------------------------------------------
09-0001428          Avalon Peak Apartments              2000 Kiftsgate Lane                      Apex
29874               Fluor Buildings                     9701 and 9703 Jeronimo Road              Irvine
30024               Liberty Central Industrial Park     1060 Millbury Street                     Worcester
09-0001423          North Central Plaza I               12655 North Central Expressway           Dallas
29656               TownePlace Suites by Marriott       1426 Falcon Drive                        Milpitas
-----------------------------------------------------------------------------------------------------------------------
09-0001413          Clark Plaza Apartments              141 South Clark Drive                    Los Angeles
09-0001424          The Village on Lorna Shopping Center3309 Lorna Road                          Hoover
27111               Preferred Freezer Services, Inc.    3100 East Washington Street              Los Angeles
DBM12638            Providence Office Center            1111 Adams Road & 1170 Rittenhouse Road  Lower Providence Township
30388               Courtyard Apartments                400 Highland Village Drive               Mesquite
-----------------------------------------------------------------------------------------------------------------------
DBM13451            Santa Clarita Place                 26811-26893 Bouquet Canyon Road          Santa Clarita
28778               Ontario Mills                       4380,4421,4449,4485,4543,4558 & 4567     Ontario
                                                        Mills Circle
09-0001433          Empire Towers                       7310 Ritchie Highway                     Glen Burnie
09-0001443          The Pavilion Shopping Center        4300-4372 South College Avenue           Fort Collins
09-0001426          Key Financial Center                702 West Idaho Street                    Boise
-----------------------------------------------------------------------------------------------------------------------
09-0001409          Wanamaker Center Shopping Center    1930-2040 Wanamaker Road                 Topeka
30440               Residence Inn                       Three Galleria Boulevard                 Metairie
09-0001462          River Oaks Apartments               4650 Nelson Road                         Lake Charles
09-0001420          One Town Center                     4201 Northview Drive                     Bowie
09-0001442          Hillside Village Apartments         4343 Ocean View Boulevard                Montrose
-----------------------------------------------------------------------------------------------------------------------
29799               The Shops at Falmouth Village       240 U. S. Route 1                        Falmouth
DBM13969            Beau Marche Shopping Center         4350 Louisiana Highway 22                Mandeville
09-0001427          Standley Lake Marketplace I         8393-8533 Church Ranch Blvd. &           Westminster
                                                        10138-10168 N. Wadsworth Pky.
09-0001419          Harvest Plaza Phase II              9650-101 Strickland Road and 8801        Raleigh
                                                        Harvest Oaks Drive
09-0001444          The Village at Caldwell Mill        2891 Acton Road                          Birmingham
-----------------------------------------------------------------------------------------------------------------------
29920               Residence Inn by Marriott           11651 University Boulevard               Orlando
09-0001418          Bradford Plaza Shopping Center      501 N. Main Street                       Stillwater
09-0001445          Ridge Pointe Apartments             1011 County Home Road                    Conover
09-0001415          Oceanside Office Park               1305 to 1320 Union Plaza Court           Oceanside
09-0001416          Bel Air Park II                     2970 Cottage Hill Road                   Mobile
-----------------------------------------------------------------------------------------------------------------------
30074               Laguna Hills Extra Space            24151 Moulton Parkway                    Laguna Woods
30418               Marion Manor Apartments             4700 East Charleston Boulevard           Las Vegas
30533               Wesleyan Commons                    5461 Wesleyan Drive                      Virginia Beach
DBM13986            Fort Hill Center                    5900 Centreville Road                    Centreville
30459               Greater New Orleans Warehouse       700 Edwards Avenue                       Harahan
-----------------------------------------------------------------------------------------------------------------------

                                  Schedule I-1






<CAPTION>
                                                      Interest                                 Cut-Off        Remaining
                                                         Rate                   Original        Date           Term to
    Loan Number             State        Zip Code        (%)      Rate Type    Balance ($)    Balance($)  Maturity (Mos.)
--------------------------------------------------------------------------------------------------------------------------
<S>                   <C>               <C>         <C>           <C>        <C>             <C>          <C>
29129                 South Carolina    29466          7.58000       Fixed      46,400,000   46,297,687         117
DBM14675              Arizona           85008          7.37500       Fixed      40,700,000   40,700,000         120
09-0001430            Michigan          49504          7.75000       Fixed      40,275,000   40,189,166         117
--------------------------------------------------------------------------------------------------------------------------
30696                                                  7.82000       Fixed      36,483,000   36,388,527         115
30696-A               New York          11779
30696-B               New York          11779
--------------------------------------------------------------------------------------------------------------------------
30696-C               New York          11779
30696-D               New York          11779
30696-E               New York          11779
30696-F               New York          11779
30696-G               New York          11779
30696-H               New York          11779
--------------------------------------------------------------------------------------------------------------------------
30696-I               New York          11791
DBM14640              Georgia           30093          7.47000       Fixed         31,440,000   31,386,294       118
DBM13939              California        90035          8.02000       Fixed         24,500,000   24,500,000       120
09-0001429            Minnesota         55435          7.80000       Fixed         24,000,000   23,949,362       117
DBM12652              Louisiana         70471          7.88000       Fixed         22,000,000   21,943,810       116
--------------------------------------------------------------------------------------------------------------------------
09-0001383            Michigan          48152          8.12000       Fixed         20,900,000   20,826,164       114
DBM13893              Nevada            89030          7.75000       Fixed         19,600,000   19,600,000       120
09-0001436            Nevada            89122          7.15000       Fixed         18,800,000   18,766,208       118
DBM14825              California        95826          7.25000       Fixed         18,570,000   18,537,150       118
30196                 Florida           33484          7.88000       Fixed         18,100,000   18,062,421       117
--------------------------------------------------------------------------------------------------------------------------
09-0001428            North Carolina    27502          7.39000       Fixed         17,500,000   17,469,725       118
29874                 California        92618          7.55000       Fixed         17,000,000   16,991,075       119
30024                 Massachusetts     01607          7.60000       Fixed         14,760,000   14,746,559       119
09-0001423            Texas             75243          7.65000       Fixed         14,400,000   14,368,689       117
29656                 California        95035          8.18750       Fixed         13,600,000   13,558,103       117
--------------------------------------------------------------------------------------------------------------------------
09-0001413            California        90048          7.71000       Fixed         13,225,000   13,189,883       116
09-0001424            Alabama           35216          7.91000       Fixed         11,600,000   11,576,061       117
27111                 California        90023          8.25000       Fixed         11,250,000   11,206,732       116
DBM12638              Pennsylvania      19403          7.53000       Fixed         10,900,000   10,881,557       117
30388                 Texas             75149          7.31000       Fixed         10,880,000   10,854,685       117
--------------------------------------------------------------------------------------------------------------------------
DBM13451              California        91350          7.56000       Fixed         10,600,000   10,594,453       119
28778                 California        91764          8.01000       Fixed         10,500,000   10,478,764        93

09-0001433            Maryland          21061          7.80000       Fixed         10,500,000   10,477,846       117
09-0001443            Colorado          80525          7.71000       Fixed         10,000,000    9,995,027       119
09-0001426            Idaho             83706          7.80000       Fixed          9,900,000    9,895,228       119
--------------------------------------------------------------------------------------------------------------------------
09-0001409            Kansas            66614          8.08000       Fixed          9,694,000    9,663,786       115
30440                 Louisiana         70001          7.90000       Fixed          9,000,000    8,992,357       119
09-0001462            Louisiana         70605          6.90000       Fixed          8,900,000    8,900,000       120
09-0001420            Maryland          20716          7.93000       Fixed          8,700,000    8,682,118       117
09-0001442            California        91020          7.22000       Fixed          8,600,000    8,600,000       120
--------------------------------------------------------------------------------------------------------------------------
29799                 Maine             04105          7.62000       Fixed          8,000,000    7,982,500       117
DBM13969              Louisiana         70471          7.78000       Fixed          7,850,000    7,846,189       119
09-0001427            Colorado          80021          7.70000       Fixed          7,500,000    7,483,855       117
09-0001419            North Carolina    27615          8.36000       Fixed          7,400,000    7,383,105       116
09-0001444            Alabama           35243          7.06000       Fixed          7,200,000    7,195,580       119
--------------------------------------------------------------------------------------------------------------------------
29920                 Florida           32817          8.12500       Fixed          7,100,000    7,077,904       117
09-0001418            Oklahoma          74075          8.12000       Fixed          6,775,000    6,758,632       116
09-0001445            North Carolina    28204          7.50000       Fixed          6,640,000    6,628,711       118
09-0001415            California        92054          8.10000       Fixed          6,525,000    6,509,162       116
09-0001416            Alabama           36606          8.25000       Fixed          6,366,000    6,351,083       116
--------------------------------------------------------------------------------------------------------------------------
30074                 California        92653          7.65000       Fixed          6,325,000    6,321,789       119
30418                 Nevada            89104          7.72000       Fixed          6,140,000    6,126,835       117
30533                 Virginia          23455          7.50000       Fixed          6,000,000    6,000,000       118
DBM13986              Virginia          20121          7.70000       Fixed          5,750,000    5,737,622       117
30459                 Louisiana         70123          7.62500       Fixed          5,720,000    5,707,500       117
--------------------------------------------------------------------------------------------------------------------------


                                  Schedule I-1





<CAPTION>
                                       Anticipated                                          Credit
                                        Repayment        Day          Monthly      ARD       Lease
    Loan Number        Maturity Date       Date      Payment Due      Payment      Loan      Loan               Defeasance
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>           <C>            <C>         <C>        <C>        <C>
29129                      1/5/11                          5          326,981     No         No      Lockout/35_Defeasance/83_0%/2
DBM14675                   4/1/31         4/1/11           1          281,105     Yes        No      Lockout/48_Defeasance/68_0%/4
09-0001430                 1/1/11                          1          288,535     No         No      Lockout/27_Defeasance/89_0%/4
------------------------------------------------------------------------------------------------------------------------------------
30696                     11/5/10                          5          263,136     No         No      Lockout/28_Defeasance/89_0%/2
30696-A
30696-B
------------------------------------------------------------------------------------------------------------------------------------
30696-C
30696-D
30696-E
30696-F
30696-G
30696-H
-----------------------------------------------------------------------------------------------------------------------------------
30696-I
DBM14640                    2/1/31         2/1/11           1            219,188    Yes        No     Lockout/26_Defeasance/90_0%/4
DBM13939                    4/1/31         4/1/11           1            180,114    Yes        No     Lockout/24_Defeasance/92_0%/4
09-0001429                  1/1/11                          1            172,769    No         No     Lockout/27_Defeasance/89_0%/4
DBM12652                   12/1/30        12/1/10           1            159,592    Yes        No     Lockout/28_Defeasance/88_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
09-0001383                 10/1/10                          1            155,109    No         No     Lockout/30_Defeasance/86_0%/4
DBM13893                    4/1/11                          1            140,417    No         No     Lockout/24_Defeasance/92_0%/4
09-0001436                  2/1/11                          1            126,976    No         No     Lockout/26_Defeasance/90_0%/4
DBM14825                    2/1/11                          1            126,680    No         No     Lockout/26_Defeasance/90_0%/4
30196                       1/5/11                          5            131,300    No         No     Lockout/27_Defeasance/89_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
09-0001428                  2/1/11                          1            121,047    No         No     Lockout/26_Defeasance/90_0%/4
29874                       3/5/11                          5            119,449    No         No     Lockout/25_Defeasance/91_0%/4
30024                       3/5/11                          5            110,037    No         No     Lockout/25_Defeasance/93_0%/2
09-0001423                  1/1/11                          1            102,170    No         No     Lockout/27_Defeasance/89_0%/4
29656                       1/1/26         1/1/11           1            106,662    Yes        No     Lockout/47_Defeasance/71_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
09-0001413                 12/1/10                          1             94,380    No         No     Lockout/28_Defeasance/88_0%/4
09-0001424                  1/1/11                          1             84,390    No         No     Lockout/27_Defeasance/89_0%/4
27111                      12/5/10                          5             88,701    No         No     Lockout/28_Defeasance/90_0%/2
DBM12638                    1/1/11                          1             76,438    No         No     Lockout/26_Defeasance/89_0%/4
30388                       1/5/11                          5             74,664    No         No     Lockout/27_Defeasance/91_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
DBM13451                    3/1/31         3/1/11           1             74,553    Yes        No     Lockout/25_Defeasance/91_0%/4
28778                       1/5/09                          5             77,118    No         No     Lockout/27_Defeasance/65_0%/4

09-0001433                  1/1/11                          1             75,586    No         No     Lockout/27_Defeasance/89_0%/4
09-0001443                  3/1/11                          1             71,365    No         No     Lockout/25_Defeasance/91_0%/4
09-0001426                  3/1/11                          1             71,267    No         No     Lockout/25_Defeasance/91_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
09-0001409                 11/1/10                          1             71,673    No         No     Lockout/29_Defeasance/87_0%/4
30440                       3/1/11                          1             68,868    No         No     Lockout/47_Defeasance/69_0%/4
09-0001462                  4/1/11                          1             59,900    No         No     Lockout/24_Defeasance/92_0%/4
09-0001420                  1/1/11                          1             63,413    No         No     Lockout/27_Defeasance/89_0%/4
09-0001442                  4/1/11                          1             58,492    No         No     Lockout/24_Defeasance/92_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29799                       1/5/11                          5             56,596    No         No     Lockout/27_Defeasance/91_0%/2
DBM13969                    3/1/11                          1             56,401    No         No     Lockout/25_Defeasance/91_0%/4
09-0001427                  1/1/11                          1             53,472    No         No     Lockout/27_Defeasance/86_0%/7
09-0001419                 12/1/10                          1             56,167    No         No     Lockout/28_Defeasance/88_0%/4
09-0001444                  3/1/11                          1             48,192    No         No     Lockout/25_Defeasance/91_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29920                       1/1/26         1/1/11           1             55,388    Yes        No     Lockout/35_Defeasance/83_0%/2
09-0001418                 12/1/10                          1             50,280    No         No     Lockout/28_Defeasance/88_0%/4
09-0001445                  2/1/11                          1             46,428    No         No     Lockout/26_Defeasance/90_0%/4
09-0001415                 12/1/10                          1             48,334    No         No     Lockout/28_Defeasance/88_0%/4
09-0001416                 12/1/10                          1             47,826    No         No     Lockout/28_Defeasance/88_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
30074                       3/5/11                          5             44,877    No         No     Lockout/25_Defeasance/94_0%/1
30418                       1/5/11                          5             43,860    No         No     Lockout/27_Defeasance/89_0%/4
30533                       2/5/11                          5             41,953    No         No     Lockout/26_Defeasance/92_0%/2
DBM13986                    1/1/11                          1             40,995    No         No     Lockout/27_Defeasance/89_0%/4
30459                       1/5/11                          5             40,486    No         No     Lockout/27_Defeasance/91_0%/2
-----------------------------------------------------------------------------------------------------------------------------------


                                  Schedule I-1









<CAPTION>
                                     Additional    Servicing
                           Broker     Servicing    Fee Rate
    Loan Number         Strip Loan   Fee Loan        (%)
-------------------------------------------------------------
<S>                      <C>         <C>          <C>
29129                                               0.0776
DBM14675                                            0.0526
09-0001430                                          0.0326
-------------------------------------------------------------
30696                                               0.1276
30696-A
30696-B
-------------------------------------------------------------
30696-C
30696-D
30696-E
30696-F
30696-G
30696-H
-------------------------------------------------------------
30696-I
DBM14640                                             0.0526
DBM13939                                             0.0526
09-0001429                                           0.0326
DBM12652                                             0.0526
-------------------------------------------------------------
09-0001383                                Yes        0.0726
DBM13893                                             0.0526
09-0001436                                           0.0326
DBM14825                                             0.0526
30196                                                0.0526
-------------------------------------------------------------
09-0001428                                           0.0326
29874                                                0.1276
30024                                                0.1276
09-0001423                                           0.0326
29656                                                0.1276
-------------------------------------------------------------
09-0001413                                Yes        0.0726
09-0001424                                           0.0326
27111                                                0.1276
DBM12638                                             0.0526
30388                                                0.1276
-------------------------------------------------------------
DBM13451                                             0.0526
28778                                                0.1276

09-0001433                                           0.0326
09-0001443                                           0.0326
09-0001426                                           0.0326
-------------------------------------------------------------
09-0001409                                Yes        0.1026
30440                                                0.1276
09-0001462                   Yes                     0.1026
09-0001420                                           0.0326
09-0001442                                Yes        0.1026
-------------------------------------------------------------
29799                                                0.1276
DBM13969                                             0.0526
09-0001427                                           0.0326
09-0001419                                           0.0326
09-0001444                   Yes                     0.0826
-------------------------------------------------------------
29920                                                0.1276
09-0001418                                           0.0326
09-0001445                   Yes                     0.0826
09-0001415                                           0.0326
09-0001416                                           0.0326
-------------------------------------------------------------
30074                                                0.1276
30418                                                0.1276
30533                                                0.1276
DBM13986                                             0.0526
30459                                                0.1276
-------------------------------------------------------------
</TABLE>



                                  Schedule I-1


<PAGE>

<TABLE>
<CAPTION>


    Loan Number                  Loan Name                               Address                            City
---------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                 <C>                                       <C>
09-0001448          Hillwood Apartments                 One Gatsby Drive                          Montgomery
DBM14615            Corporate Express Building          4831 Old Seward Highway                   Anchorage
27945               TownePlace Suites by Marriott       13200 49th Street North                   Pinellas Park
09-0001414          Atlanta South Business Park         445 Atlanta South Parkway & 485 Oak Place Atlanta
09-0001449          The Willows at Sunrise Mountain     6435 Grass Meadow Drive                   Las Vegas
---------------------------------------------------------------------------------------------------------------------------
29731               Hampton Inn                         8050 Old Oliver Road                      Erie
30518               Carmel Mountain West                14331-14391 Penasquitos Drive             San Diego
                    Shopping Center
09-0001439          Seminole Woods Apartments           2892-2899 Mickelson Parkway               Fitchburg
30534               George Washington Commons           3428 S. Military Hwy.                     Chesapeake
27694               Kimbrook Village Square             8417 Oswego Road                          Clay
--------------------------------------------------------------------------------------------------------------------------
09-0001438          Neilson Square                      3418 W. Owen K. Garriott Road             Enid
09-0001371          Insight Air Center #7               1385 Pama Lane                            Las Vegas
DBM14281            Live Oak Village Shopping Center    1149-1179 Gulf Breeze Parkway             Gulf Breeze
DBM14489            Southgate Shopping Center           1601 Cross Link Road                      Raleigh
---------------------------------------------------------------------------------------------------------------------------
29408               Parkwood/Stratford
30769               Cedar Creek Apartments              11615 Highway 99 South                    Everett
29481               Lake Placid Lodge                   Whiteface Inn Road                        Lake Placid
09-0001432          Allen Forge Shopping Center         850 South Valley Forge Road               Towamencin
09-0001422          Hampton Heights Distribution Center 8700 Ritchie Drive                        Capitol Heights
---------------------------------------------------------------------------------------------------------------------------
DBM12831            Sunridge Village Plaza              10940 -10960 S. Eastern Avenue            Henderson
DBM14260            BN Industrial Park                  2700 13th St. et alia                     Birmingham
30545               Sandhurst Apartments                1701 West Boulevard                       Charlotte
30278               Tyler Square Shopping Center        1200 Tyler Avenue                         Radford
29188               Stewart Square Shopping Center      235 North Eastern Avenue                  Las Vegas
---------------------------------------------------------------------------------------------------------------------------
DBM13861            Finley Terrace Apartments           2504 Finley Road                          Irving
27757               Stony Brook Circle                  East Side Route 487 North at Brook Road   Scott & Orange Townships
30878               The Summit Apartments               2814 DeMel Avenue                         Louisville
DBM13353            Atrium Plaza                        900 Wheeler Rd.                           Hauppauge
DBM14566            Crescent Place Apartments           10222 S. Gessner Dr                       Houston
30681               Cardinal-Pineview Apts.             4731 North Pine Hills Road                Orlando
---------------------------------------------------------------------------------------------------------------------------
29218               Asmann & Westwood Apartments
30448               Self-Storage City                   6740 West Flamingo Road                   Las Vegas
DBM13897            Arbor Square Office Building        17000 El Camino Real Blvd.                Houston
21815               Marsh Landing Office Park           1300 Marsh Landing Parkway                Ponte Vedra Beach
DBM14158            Camelot Apartments                  600 Camelot Drive                         Athens
28690               Milford Vista Apartments            800-860 Mohawk Trail                      Milford
---------------------------------------------------------------------------------------------------------------------------
DBM13383            2755 Carpenter Road                 2755 Carpenter Road                       Ann Arbor
09-0001431          Horizon Professional Park           200-240 East Horizon Drive                Henderson
09-0001437          Regency Park                        11471 Windsor Drive                       Dunkirk
30982               Office Max on Union Street          88 Union Street                           Auburn
09-0001384          Alpine Market Place Shopping Center 4255 Alpine Avenue, NW                    Comstock Park
---------------------------------------------------------------------------------------------------------------------------
29566               Cloud Nine Apartments               5234, 5244 and 5254 Oliva Avenue          Lakewood
28304               1127 International Parkway          1127 International Parkway                Stafford
29522               Hillside Village Apartments         205 West Whaley Street                    Longview
30238               Cardinal-Heatherwood Apts.          1005-D Hoagland Boulevard                 Kissimmee
30240               Cardinal-Eagle Lake Apts.           1025 Eagle Lake Trail                     Port Orange
---------------------------------------------------------------------------------------------------------------------------
09-0001421          Cordele Marketplace Shopping Center 1215 East 16th Avenue                     Cordele
29267               McCreless Court Shopping Center     2334-2378 E. Southcross Boulevard         San Antonio
30449               326-338 University Avenue           326-338 University Avenue                 Palo Alto
30357               Cherry Hill Apartments              4708 Southeast 44th Street                Oklahoma City
09-0001395          Sheridan Station                    5904 Riggs Road                           Adelphi
---------------------------------------------------------------------------------------------------------------------------
29131               After Six Shopping Center-Phase II  4114-4190 G Street                        Philadelphia
23305               Henry Manor Apartments              425 North Henry Street                    Morristown
29408-A             Parkwood Manor Apartments           83 South State Road                       Upper Darby Township
29408-B             Stratford Court Apartments          58-64 North Lansdowne Avenue              Lansdowne
29218-A             Asmann Apartments                   1607-1625 Asmann Avenue                   Cincinnati
29218-B             Westwood Apartments                 2503-2505 Harrison Ave and 2930-2934      Cincinnati
                                                        Grasselli Avenue
---------------------------------------------------------------------------------------------------------------------------

                                  Schedule I-2








<CAPTION>
                                                      Interest                                 Cut-Off        Remaining
                                                         Rate                   Original        Date           Term to
    Loan Number             State        Zip Code        (%)      Rate Type    Balance ($)    Balance($)  Maturity (Mos.)
---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>               <C>         <C>           <C>        <C>             <C>          <C>
09-0001448            Alabama           36101          7.50000       Fixed          5,700,000    5,696,957       119
DBM14615              Alaska            99503          7.50000       Fixed          5,550,000    5,547,037       119
27945                 Florida           33762          8.93750       Fixed          5,500,000    5,463,538       112
09-0001414            Georgia           30349          8.05000       Fixed          5,440,000    5,422,929       115
09-0001449            Nevada            89122          7.05000       Fixed          5,400,000    5,400,000       120
---------------------------------------------------------------------------------------------------------------------------
29731                 Pennsylvania      16509          8.31250       Fixed          5,250,000    5,230,034       116
30518                 California        92129          7.25000       Fixed          5,100,000    5,097,050       119

09-0001439            Wisconsin         53575          7.20000       Fixed          5,100,000    5,090,906       118
30534                 Virginia          23323          7.50000       Fixed          4,960,000    4,960,000       118
27694                 New York          13041          7.85000       Fixed          4,900,000    4,892,116       118
---------------------------------------------------------------------------------------------------------------------------
09-0001438            Oklahoma          73703          7.90000       Fixed          4,760,000    4,752,401       118
09-0001371            Nevada            89119          8.26000       Fixed          4,752,700    4,738,480       115
DBM14281              Florida           32561          7.90000       Fixed          4,125,000    4,123,081       119
DBM14489              North Carolina    27610          8.18000       Fixed          4,000,000    3,992,184       117
---------------------------------------------------------------------------------------------------------------------------
29408                                                  7.70000       Fixed          4,000,000    3,983,040       116
30769                 Washington        98204          7.37000       Fixed          3,850,000    3,843,318       118
29481                 New York          12946          8.37500       Fixed          3,800,000    3,785,711       116
09-0001432            Pennsylvania      19466          7.87000       Fixed          3,750,000    3,742,199       117
09-0001422            Maryland          20743          7.94000       Fixed          3,700,000    3,690,680       116
---------------------------------------------------------------------------------------------------------------------------
DBM12831              Nevada            89012          7.75000       Fixed          3,650,000    3,644,034       118
DBM14260              Alabama           35204          7.51000       Fixed          3,600,000    3,591,019       118
30545                 North Carolina    28201          7.71000       Fixed          3,400,000    3,394,408       118
30278                 Virginia          24141          7.97000       Fixed          3,390,000    3,381,519       116
29188                 Nevada            89101          8.10000       Fixed          3,372,000    3,361,537       115
---------------------------------------------------------------------------------------------------------------------------
DBM13861              Texas             75062          7.55000       Fixed          3,280,000    3,274,468       118
27757                 Pennsylvania      17815          7.70000       Fixed          3,270,000    3,259,101       117
30878                 Kentucky          40214          7.20000       Fixed          3,150,000    3,148,148       119
DBM13353              New York          11788          8.20000       Fixed          2,980,000    2,975,459       118
DBM14566              Texas             77071          8.00000       Fixed          2,860,000    2,854,204       117
30681                 Florida           32808          7.51000       Fixed          2,700,000    2,693,264       118
---------------------------------------------------------------------------------------------------------------------------
29218                                                  8.00000       Fixed          2,625,000    2,606,483       113
30448                 Nevada            89103          7.92000       Fixed          2,500,000    2,498,845       119
DBM13897              Texas             77058          8.00000       Fixed          2,500,000    2,496,070       118
21815                 Florida           32250          7.90000       Fixed          2,460,000    2,454,913       117
DBM14158              Alabama           35611          7.70000       Fixed          2,400,000    2,394,834       117
28690                 Ohio              45150          7.30000       Fixed          2,365,000    2,363,653       119
---------------------------------------------------------------------------------------------------------------------------
DBM13383              Michigan          48108          7.98000       Fixed          2,325,000    2,321,334       118
09-0001431            Nevada            89105          7.65000       Fixed          2,260,000    2,256,248       118
09-0001437            Maryland          20754          7.61000       Fixed          2,250,000    2,244,462       118
30982                 Maine             04210          7.44000       Fixed          2,200,000    2,196,224       118
09-0001384            Michigan          49321          8.43000       Fixed          2,100,000    2,095,285       116
---------------------------------------------------------------------------------------------------------------------------
29566                 California        90712          7.52000       Fixed          2,100,000    2,092,796       117
28304                 Virginia          22406          8.12000       Fixed          2,100,000    2,091,149       113
29522                 Texas             75601          8.10000       Fixed          1,941,000    1,933,332       116
30238                 Florida           34741          7.51000       Fixed          1,900,000    1,896,775       118
30240                 Florida           32119          7.51000       Fixed          1,900,000    1,895,260       118
---------------------------------------------------------------------------------------------------------------------------
09-0001421            Georgia           31015          7.74000       Fixed          1,850,000    1,845,121       116
29267                 Texas             78223          8.36000       Fixed          1,755,000    1,748,383       116
30449                 California        94301          7.62500       Fixed          1,500,000    1,499,232       119
30357                 Oklahoma          73135          7.35000       Fixed          1,350,000    1,347,650       118
09-0001395            Maryland          20783          8.89000       Fixed          1,350,000    1,343,190       114
---------------------------------------------------------------------------------------------------------------------------
29131                 Pennsylvania      19124          7.71000       Fixed          1,260,000    1,257,293       117
23305                 Tennessee         37814          8.10000       Fixed            836,000      830,528       116
29408-A               Pennsylvania      19082                        Fixed
29408-B               Pennsylvania      19050                        Fixed
29218-A               Ohio              45229                        Fixed
29218-B               Ohio              45211                        Fixed

---------------------------------------------------------------------------------------------------------------------------

                                  Schedule I-2








<CAPTION>
                                   Anticipated                                          Credit
                                    Repayment        Day          Monthly      ARD       Lease
    Loan Number    Maturity Date       Date      Payment Due      Payment      Loan      Loan                  Defeasance
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>           <C>            <C>         <C>        <C>        <C>
09-0001448              3/1/11                          1             39,855    No         No     Lockout/25_Defeasance/91_0%/4
DBM14615                3/1/11                          1             38,806    No         No     Lockout/25_Defeasance/91_0%/4
27945                   8/1/25         8/1/10           1             45,921    Yes        No     Lockout/35_Defeasance/83_0%/2
09-0001414             11/1/10                          1             40,107    No         No     Lockout/29_Defeasance/87_0%/4
09-0001449              4/1/11                          1             36,108    No         No     Lockout/24_Defeasance/92_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29731                  12/1/25        12/1/10           1             41,613    Yes        No     Lockout/35_Defeasance/82_0%/3
30518                   3/5/11                          5             34,790    No         No     Lockout/25_Defeasance/91_0%/4

09-0001439              2/1/11                          1             34,618    No         No     Lockout/26_Defeasance/90_0%/4
30534                   2/5/11                          5             35,748    No         No     Lockout/26_Defeasance/92_0%/2
27694                   2/5/11                          5             35,443    No         No     Lockout/26_Defeasance/93_0%/1
-----------------------------------------------------------------------------------------------------------------------------------
09-0001438              2/1/11                          1             34,596    No         No     Lockout/26_Defeasance/90_0%/4
09-0001371             11/1/10                          1             35,739    No         No     Lockout/29_Defeasance/86_0%/5
DBM14281                3/1/11                          1             29,981    No         No     Lockout/25_Defeasance/91_0%/4
DBM14489                1/1/11                          1             29,854    No         No     Lockout/27_Defeasance/89_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29408                  12/5/10                          5             30,082    No         No     Lockout/28_Defeasance/91_0%/1
30769                   2/5/11                          5             26,578    No         No     Lockout/26_Defeasance/93_0%/1
29481                  12/1/25        12/1/10           1             30,279    No         No     Lockout/47_Defeasance/71_0%/2
09-0001432              1/1/11                          1             27,177    No         No     Lockout/27_Defeasance/89_0%/4
09-0001422             12/1/10                          1             26,995    No         No     Lockout/28_Defeasance/88_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
DBM12831                2/1/11                          1             26,149    No         No     Lockout/26_Defeasance/90_0%/4
DBM14260                2/1/11                          1             26,627    No         No     Lockout/26_Defeasance/90_0%/4
30545                   2/5/11                          5             24,264    No         No     Lockout/26_Defeasance/92_0%/2
30278                  12/5/10                          5             24,804    No         No     Lockout/28_Defeasance/90_0%/2
29188                  11/5/10                          5             24,978    No         No     Lockout/29_Defeasance/89_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
DBM13861                2/1/31         2/1/11           1             23,047    Yes        No     Lockout/26_Defeasance/90_0%/4
27757                   1/5/11                          5             24,592    No         No     Lockout/27_Defeasance/92_0%/1
30878                   3/5/11                          5             21,382    No         No     Lockout/25_Defeasance/92_0%/3
DBM13353                2/1/11                          1             22,283    No         No     Lockout/26_Defeasance/90_0%/4
DBM14566                1/1/11                          1             20,986    No         No     Lockout/27_Defeasance/89_0%/4
30681                   2/5/11                          5             19,970    No         No     Lockout/26_Defeasance/92_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
29218                   9/1/10                          1             20,260    No         No     Lockout/31_Defeasance/85_0%/4
30448                   3/5/11                          5             18,205    No         No     Lockout/25_Defeasance/93_0%/2
DBM13897                2/1/11                          1             18,344    No         No     Lockout/26_Defeasance/90_0%/4
21815                   1/5/11                          5             17,879    No         No     Lockout/27_Defeasance/92_0%/1
DBM14158                1/1/31         1/1/11           1             17,111    Yes        No     Lockout/27_Defeasance/89_0%/4
28690                   3/5/11                          5             16,214    No         No     Lockout/25_Defeasance/93_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
DBM13383                2/1/11                          1             17,028    No         No     Lockout/26_Defeasance/90_0%/4
09-0001431              2/1/11                          1             16,035    No         No     Lockout/26_Defeasance/90_0%/4
09-0001437              2/1/11                          1             16,789    No         No     Lockout/26_Defeasance/90_0%/4
30982                   2/5/11                          5             15,292    No         No     Lockout/26_Defeasance/92_0%/2
09-0001384             12/1/10                          1             16,043    No         No     Lockout/28_Defeasance/88_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29566                   1/5/11                          5             15,546    No         No     Lockout/27_Defeasance/91_0%/2
28304                   9/5/10                          5             15,585    No         No     Lockout/31_Defeasance/87_0%/2
29522                  12/5/10                          5             15,110    No         No     Lockout/28_Defeasance/89_0%/3
30238                   2/5/11                          5             13,298    No         No     Lockout/26_Defeasance/92_0%/2
30240                   2/5/11                          5             14,053    No         No     Lockout/26_Defeasance/92_0%/2
-----------------------------------------------------------------------------------------------------------------------------------
09-0001421             12/1/10                          1             13,241    No         No     Lockout/28_Defeasance/88_0%/4
29267                  12/5/10                          5             13,967    No         No     Lockout/28_Defeasance/90_0%/2
30449                   3/5/11                          5             10,617    No         No     Lockout/25_Defeasance/93_0%/2
30357                   2/5/11                          5              9,301    No         No     Lockout/26_Defeasance/92_0%/2
09-0001395             10/1/10                          1             11,228    No         No     Lockout/30_Defeasance/86_0%/4
-----------------------------------------------------------------------------------------------------------------------------------
29131                   1/5/11                          5              8,992    No         No     Lockout/27_Defeasance/90_0%/3
23305                  12/5/10                          5              7,045    No         No     Lockout/28_Defeasance/89_0%/3
29408-A
29408-B
29218-A
29218-B

-----------------------------------------------------------------------------------------------------------------------------------

                                  Schedule I-2









<CAPTION>
                                  Additional    Servicing
                        Broker     Servicing    Fee Rate
    Loan Number       Strip Loan   Fee Loan        (%)
----------------------------------------------------------
<S>                   <C>         <C>          <C>
09-0001448                Yes                     0.0826
DBM14615                                          0.0526
27945                                             0.1276
09-0001414                             Yes        0.0726
09-0001449                             Yes        0.0826
----------------------------------------------------------
29731                                             0.1276
30518                                             0.1276

09-0001439                                        0.0326
30534                                             0.1276
27694                                             0.1276
----------------------------------------------------------
09-0001438                                        0.0326
09-0001371                                        0.0326
DBM14281                                          0.0526
DBM14489                                          0.0526
----------------------------------------------------------
29408                                             0.1276
30769                                             0.1276
29481                                             0.1276
09-0001432                                        0.0326
09-0001422                                        0.0326
----------------------------------------------------------
DBM12831                                          0.0526
DBM14260                                          0.0526
30545                                             0.1276
30278                                             0.1276
29188                                             0.1276
----------------------------------------------------------
DBM13861                                          0.0526
27757                                             0.1276
30878                                             0.1276
DBM13353                                          0.0526
DBM14566                                          0.0526
30681                                             0.1276
----------------------------------------------------------
29218                                             0.0876
30448                                             0.1276
DBM13897                                          0.0526
21815                                             0.1276
DBM14158                                          0.0526
28690                                             0.1276
----------------------------------------------------------
DBM13383                                          0.0526
09-0001431                             Yes        0.0726
09-0001437                             Yes        0.1026
30982                                             0.1276
09-0001384                             Yes        0.0726
----------------------------------------------------------
29566                                             0.1276
28304                                             0.1276
29522                                             0.1276
30238                                             0.1276
30240                                             0.1276
----------------------------------------------------------
09-0001421                                        0.0326
29267                                             0.1276
30449                                             0.1276
30357                                             0.1276
09-0001395                                        0.0326
----------------------------------------------------------
29131                                             0.1276
23305                                             0.1276
29408-A
29408-B
29218-A
29218-B

----------------------------------------------------------
</TABLE>





                                  Schedule I-2






<PAGE>

                                   SCHEDULE II

                   CLOSING MORTGAGE FILE REVIEW CERTIFICATION
<TABLE>
<CAPTION>

ISSUER  LOANID    LNAME            DOCTYPE  EXNUM  TEXT                                    MEMOTEXT
<S>     <C>       <C>              <C>      <C>    <C>                                     <C>
GMAC    622001C1  SOUTHGATE SHOPP  ALNG     14     Loan Amount Does Not Agree With         GACC TO WELLS;3,750,000.00, S/B
                                                   Schedule                                4,000,000.00
GMAC    622001C1  SOUTHGATE SHOPP  ALNG     22     Endorsement(s) Is Missing/incorrect     DBMC TO GACC
GMAC    242001C1  SANTA CLARITA P  ALNG     24     Name Is Missing/incorrect               DBMC TO BLANK;S/B DBMC TO GACC
GMAC    622001C1  SOUTHGATE SHOPP  ASN1     01     Missing                                 DBMC TO GACC
GMAC    242001C1  SANTA CLARITA P  ASN1     20     Unrecorded Original                     DBMC TO GACC
GMAC    712001C1  TYLER SQUARE     ASN1     68     Certified True Copy                     COLUMBUS BANK & TRUST TO GMAC
GMAC    102001C1  LOMA VISTA APAR  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    122001C1  CITRUS GROVE AP  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    22001C1   PEAKS AT PAPAGO  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    222001C1  PROVIDENCE OFFI  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    242001C1  SANTA CLARITA P  ASNV     01     Missing                                 GACC TO WELLS
GMAC    352001C1  BEAU MARCHE SHO  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    472001C1  FORT HILL CENTE  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    502001C1  CORPORATE EXPRE  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    52001C1   OAKBROOK POINTE  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    612001C1  LIVE OAK VILLAG  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    682001C1  SUNRIDGE VILLAG  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    762001C1  ATRIUM PLAZA     ASNV     01     Missing                                 DBMC TO WELLS
GMAC    812001C1  ARBOR SQUARE OF  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    82001C1   PREMIER CENTRE   ASNV     01     Missing                                 DBMC TO WELLS
GMAC    832001C1  CAMELOT APARTME  ASNV     01     Missing                                 DBMC TO WELLS
GMAC    412001C1  RIDGE POINTE AP  ASNV     92     Document Being Created And Or Executed  ARCHON TO WELLS
GMAC    622001C1  SOUTHGATE SHOPP  MODF     20     Unrecorded Original                     CHANGES LOAN AMT FROM 3,750,000 TO
                                                                                           4,000,000
GMAC    222001C1  PROVIDENCE OFFI  MORT     01     Missing
GMAC    502001C1  CORPORATE EXPRE  MORT     01     Missing
GMAC    112001C1  TROPICANA PALMS  MORT     20     Unrecorded Original
GMAC    22001C1   PEAKS AT PAPAGO  MORT     20     Unrecorded Original
GMAC    272001C1  THE PAVILION SH  MORT     20     Unrecorded Original
GMAC    312001C1  RIVER OAKS APAR  MORT     20     Unrecorded Original
GMAC    32001C1   BRIDGEWATER PLA  MORT     20     Unrecorded Original
GMAC    332001C1  HILLSIDE VILLAG  MORT     20     Unrecorded Original
</TABLE>

                                 Schedule II-1

<PAGE>


<TABLE>
<CAPTION>

ISSUER  LOANID    LNAME            DOCTYPE  EXNUM  TEXT                                    MEMOTEXT
<S>     <C>       <C>              <C>      <C>    <C>                                     <C>
GMAC    382001C1  THE VILLAGE AT   MORT     20     Unrecorded Original
GMAC    402001C1  BRADFORD PLAZA   MORT     20     Unrecorded Original
GMAC    472001C1  FORT HILL CENTE  MORT     20     Unrecorded Original
GMAC    52001C1   OAKBROOK POINTE  MORT     20     Unrecorded Original
GMAC    532001C1  THE WILLOWS AT   MORT     20     Unrecorded Original
GMAC    592001C1  NEILSON SQUARE   MORT     20     Unrecorded Original
GMAC    612001C1  LIVE OAK VILLAG  MORT     20     Unrecorded Original
GMAC    62001C1   RESIDENCE INN B  MORT     20     Unrecorded Original
GMAC    662001C1  ALLEN FORGE SHO  MORT     20     Unrecorded Original
GMAC    672001C1  HAMPTON HEIGHTS  MORT     20     Unrecorded Original
GMAC    682001C1  SUNRIDGE VILLAG  MORT     20     Unrecorded Original
GMAC    72001C1   SOUTHDALE OFFIC  MORT     20     Unrecorded Original
GMAC    732001C1  FINLEY TERRACE   MORT     20     Unrecorded Original
GMAC    762001C1  ATRIUM PLAZA     MORT     20     Unrecorded Original
GMAC    772001C1  CRESCENT PLACE   MORT     20     Unrecorded Original
GMAC    82001C1   PREMIER CENTRE   MORT     20     Unrecorded Original
GMAC    862001C1  HORIZON PROFESS  MORT     20     Unrecorded Original
GMAC    482001C1  GREATER NEW ORL  MORT     96     Document Is An Unrecorded Copy, Need Record
GMAC    102001C1  LOMA VISTA APAR  NOTE     14     Loan Amount Does Not Agree With        NOTE-18,000,000.00     SCHED-19,600,000.00
                                                   Schedule
GMAC    102001C1  LOMA VISTA APAR  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    122001C1  CITRUS GROVE AP  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    22001C1   PEAKS AT PAPAGO  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    222001C1  PROVIDENCE OFFI  NOTE     22     Endorsement(s) Is Missing/incorrect
GMAC    242001C1  SANTA CLARITA P  NOTE     22     Endorsement(s) Is Missing/incorrect    GACC TO WELLS
GMAC    352001C1  BEAU MARCHE SHO  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    472001C1  FORT HILL CENTE  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    502001C1  CORPORATE EXPRE  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    52001C1   OAKBROOK POINTE  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    612001C1  LIVE OAK VILLAG  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    682001C1  SUNRIDGE VILLAG  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    712001C1  TYLER SQUARE     NOTE     22     Endorsement(s) Is Missing/incorrect    COLUMBUS BANK & TRUST TO BLANK S/B TO GMAC
GMAC    732001C1  FINLEY TERRACE   NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    762001C1  ATRIUM PLAZA     NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    772001C1  CRESCENT PLACE   NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    812001C1  ARBOR SQUARE OF  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
</TABLE>

                                 Schedule II-2

<PAGE>


<TABLE>
<CAPTION>

ISSUER  LOANID    LNAME            DOCTYPE  EXNUM  TEXT                                    MEMOTEXT
<S>     <C>       <C>              <C>      <C>    <C>                                     <C>
GMAC    82001C1   PREMIER CENTRE   NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    832001C1  CAMELOT APARTME  NOTE     22     Endorsement(s) Is Missing/incorrect    DBMC TO WELLS
GMAC    22001C1   PEAKS AT PAPAGO  TPOL     01     Missing
GMAC    222001C1  PROVIDENCE OFFI  TPOL     01     Missing
GMAC    502001C1  CORPORATE EXPRE  TPOL     01     Missing
GMAC    52001C1   OAKBROOK POINTE  TPOL     01     Missing
GMAC    612001C1  LIVE OAK VILLAG  TPOL     01     Missing
GMAC    62001C1   RESIDENCE INN B  TPOL     01     Missing
GMAC    682001C1  SUNRIDGE VILLAG  TPOL     01     Missing
GMAC    72001C1   SOUTHDALE OFFIC  TPOL     01     Missing
GMAC    762001C1  ATRIUM PLAZA     TPOL     01     Missing
</TABLE>

                                 Schedule II-3


<PAGE>

                                  SCHEDULE III

                 POST-CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

GMAC Commercial Mortgage Securities, Inc.   Goldman Sachs Mortgage Company
200 Witmer Road                             85 Broad Street
Horsham, Pennsylvania 19044                 New York, New York 10004

[Controlling Class Certificateholders]      German American Capital Corporation
                                            31 West 52nd Street
                                            New York, New York 10019


            Re:   Pooling and Servicing Agreement, dated as of April 1, 2001
                  ("Pooling and Servicing Agreement") relating to GMAC
                  Commercial Mortgage Securities Inc., Mortgage Pass-Through
                  Certificates, Series 2001-C1

Ladies and Gentlemen:

     In accordance with the provisions of Section 2.02 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed hereto as not being covered hereby), that: (i) all documents
specified in clauses (1) through (5), (9), (11) and (12) (in the case of clause
(11), without regard to whether such UCC financing statements were in the
possession of the Mortgage Loan Seller (or its agent)) of the definition of
"Mortgage File" are in its possession or the related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with Section 2.01(b)
and (ii) all such documents have been reviewed by it or by a Custodian on its
behalf and (A) appear regular on their face, (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan.

     The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any such documents contained in
each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.

     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of said
Pooling and Servicing Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                 Schedule III-1

<PAGE>


                                          WELLS FARGO BANK MINNESOTA, N.A.,
                                          as Trustee



                                          By: __________________________________
                                                Name:
                                                Title:


                                 Schedule III-2

<PAGE>



                                   SCHEDULE IV

                       ENVIRONMENTAL POLICY MORTGAGE LOANS

            -------------------------------------------------------
            LOAN NUMBER           NAME
            -------------------------------------------------------
            09-0001395            Sheriden Station
            -------------------------------------------------------
            23305                 Henry Manor Apartments
            -------------------------------------------------------
            29522                 Hillside Village Apartments
            -------------------------------------------------------
            29131                 After Six Shopping Center
            -------------------------------------------------------
            DBM14489              Southgate Shopping Center
            -------------------------------------------------------
            DBM13353              Atrium Plaza
            -------------------------------------------------------








                                 Schedule IV-1
<PAGE>



                                   SCHEDULE V

                      SPECIFIED DEBT SERVICE RESERVE LOANS



             -------------------------------------------------------
             LOAN NUMBER           NAME
             -------------------------------------------------------
             09-0001420            One Town Center
             -------------------------------------------------------
             21815                 Marsh Landing Office Park
             -------------------------------------------------------









                                  Schedule V-1
<PAGE>


                                   SCHEDULE VI

                        SPECIFIED LETTER OF CREDIT LOANS


            -------------------------------------------------------
            LOAN NUMBER           NAME
            -------------------------------------------------------
            09-0001430            Bridgewater Place
            -------------------------------------------------------
            09-0001423            North Central Plaza I
            -------------------------------------------------------
            09-0001384            Alpine Marketplace
            -------------------------------------------------------
            DBM12652              Premier Center
            -------------------------------------------------------
            DBM13383              2755 Carpenter Road
            -------------------------------------------------------







                                 Schedule VI-1

<PAGE>


                                  SCHEDULE VII

                         SPECIFIED EARNOUT RESERVE LOANS

            -------------------------------------------------------
            LOAN NUMBER           NAME
            -------------------------------------------------------
            29129                 Mount Pleasant Towne Centre
            -------------------------------------------------------
            29188                 Stewart Square Shopping Center
            -------------------------------------------------------
            29799                 The Shops at Falmouth Village
            -------------------------------------------------------
            30196                 Marketplace at Delray
            -------------------------------------------------------
            30545                 Sandhurst Apartments
            -------------------------------------------------------
            30696                 Long Island Industrial Portfolio
            -------------------------------------------------------








                                 Schedule VII-1
<PAGE>






                                  SCHEDULE VIII

                           STRIP CALCULATION SCHEDULE

   DISTRIBUTION DATE
   -----------------
   May 2001..................................................... 7.613587%
   June 2001.................................................... 7.868366
   July 2001.................................................... 7.613578
   August 2001.................................................. 7.868356
   September 2001............................................... 7.868354
   October 2001................................................. 7.613566
   November 2001................................................ 7.868343
   December 2001................................................ 7.613555
   January 2002................................................. 7.613547
   February 2002................................................ 7.613545
   March 2002................................................... 7.613987
   April 2002................................................... 7.868311
   May 2002..................................................... 7.613526
   June 2002.................................................... 7.868305
   July 2002.................................................... 7.613519
   August 2002.................................................. 7.868297
   September 2002............................................... 7.868296
   October 2002................................................. 7.613511
   November 2002................................................ 7.868288
   December 2002................................................ 7.613503
   January 2003................................................. 7.613497
   February 2003................................................ 7.613495
   March 2003................................................... 7.617957
   April 2003................................................... 7.868260
   May 2003..................................................... 7.613475
   June 2003.................................................... 7.868260
   July 2003.................................................... 7.613482
   August 2003.................................................. 7.868267
   September 2003............................................... 7.868271
   October 2003................................................. 7.613493
   November 2003................................................ 7.868278
   December 2003................................................ 7.613499
   January 2004................................................. 7.868284
   February 2004................................................ 7.613505
   March 2004................................................... 7.615015
   April 2004................................................... 7.868291
   May 2004..................................................... 7.613512
   June 2004.................................................... 7.868297
   July 2004.................................................... 7.613517
   August 2004.................................................. 7.868302
   September 2004............................................... 7.868306
   October 2004................................................. 7.613526
   November 2004................................................ 7.868311



                                Schedule VIII-1

<PAGE>

   December 2004................................................ 7.613531
   January 2005................................................. 7.613532
   February 2005................................................ 7.613535
   March 2005................................................... 7.618125
   April 2005................................................... 7.868318
   May 2005..................................................... 7.613537
   June 2005.................................................... 7.868322
   July 2005.................................................... 7.613541
   August 2005.................................................. 7.868326
   September 2005............................................... 7.868329
   October 2005................................................. 7.613547
   November 2005................................................ 7.868332
   December 2005................................................ 7.613550
   January 2006................................................. 7.613550
   February 2006................................................ 7.613553
   March 2006................................................... 7.618209
   April 2006................................................... 7.868334
   May 2006..................................................... 7.613551
   June 2006.................................................... 7.868336
   July 2006.................................................... 7.613553
   August 2006.................................................. 7.868337
   September 2006............................................... 7.868340
   October 2006................................................. 7.613556
   November 2006................................................ 7.868340
   December 2006................................................ 7.613557
   January 2007................................................. 7.613556
   February 2007................................................ 7.613557
   March 2007................................................... 7.618289
   April 2007................................................... 7.868337
   May 2007..................................................... 7.613553
   June 2007.................................................... 7.868336
   July 2007.................................................... 7.613552
   August 2007.................................................. 7.868335
   September 2007............................................... 7.868336
   October 2007................................................. 7.613551
   November 2007................................................ 7.868334
   December 2007................................................ 7.613549
   January 2008................................................. 7.868332
   February 2008................................................ 7.613547
   March 2008................................................... 7.615149
   April 2008................................................... 7.868326
   May 2008 and Thereafter......................................   .000000


                                Schedule VIII-2